Maintenance of Separate Business Sample Clauses

Maintenance of Separate Business. BOX Options shall at all times: (a) to the extent that any of BOX Options’ offices are located in the offices of an Affiliate, pay fair market rent for its office space located therein; (b) maintain BOX Options’ books, financial statements, accounting records and other limited liability company documents and records separate from those of any Affiliate or any other Person; (c) not commingle BOX Options’ assets with those of any Affiliate or any other Person;
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Maintenance of Separate Business. (a) The Company shall at all times (i) maintain the Company's books, financial statements, accounting records and other limited liability company documents and records separate from those of any of its Affiliates or any oth er Person, (ii) not commingle the Company's assets with those of any of its Affiliates or any other Person, (i ii) maintain the Company's account, bank accounts, and payroll separate from those of any of its Affiliates,
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Maintenance of Separate Business. The Company shall at all times (a) maintain the Company's books, financial statements, accounting records and other Company documents and records separate from those of an Affiliate or any other Person, (b) not commingle the Company's assets with those of any Affiliate or any other Person, (c) maintain the Company's books of account, bank accounts and payroll separate from those of any Affiliate, (d) act solely in its name and through its own authorized agents, and in all respects hold itself out as a legal entity separate and distinct from any other Person, (e) make investments directly or by brokers engaged and paid by the Company or its agents (provided that if any agent is an Affiliate of the Company, such agent shall be compensated at a fair market rate for its services), (f) manage the Company's liabilities separately from those of any Affiliate and pay the Company's own liabilities, including all administrative expenses and compensation to employees, consultants or agents, and all operating expenses, from its own separate assets, except that an Affiliate may pay (or contribute funds to the Company to effect the Company's payment of) the organizational expenses of the Company, and (g) pay from -------- * Confidential treatment has been requested for this portion of Exhibit 10.1.
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Maintenance of Separate Business. The Exchange shall at all times: (a) maintain the Exchange’s books, financial statements, accounting records and other limited liability company documents and records separate from those of any Affiliate or any other Person; (b) not commingle the Exchange’s assets with those of any Affiliate or any other Person; (c) maintain the Exchange’s books of account, bank accounts and payroll separate from those of any Affiliate; and (d) act solely in its name and through its own authorized agents, and in all respects hold itself out as a legal entity separate and distinct from any other Person. The Exchange shall abide by all LLC Act formalities, including the maintenance of current records of the Exchange affairs, and the Exchange shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Exchange. The Exchange shall pay all its liabilities and shall not assume or guarantee the liabilities of any Affiliate unless approved by the affirmative vote of Members holding a majority of the Voting Percentage Interest.
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Maintenance of Separate Business. The Company shall at all times (a) maintain the Company's books, financial statements, accounting records and other Company documents and records separate from those of an Affiliate or any other Person, (b) not commingle the Company's assets with those of any Affiliate or any other Person, (c) maintain the Company's books of account, bank accounts and payroll separate from those of any Affiliate, (d) act solely in its name and through its own authorized agents, and in all respects hold itself out as a legal entity separate and distinct from any other Person, (e) make investments directly or by brokers engaged and paid by the Company or its agents (provided that if any agent is an Affiliate of the Company, such agent shall be compensated at a fair market rate for its services), (f) manage the Company's liabilities separately from those of any Affiliate and pay the Company's own liabilities, including all administrative expenses and compensation to employees, consultants or agents, and all operating expenses, from its own separate assets, except that an Affiliate may pay (or contribute funds to the Company to effect the Company's payment of) the organizational expenses of the Company, and (g) pay from -26- 27 the Company's assets all obligations and indebtedness of any kind incurred by the Company. The Company shall abide by all limited liability company formalities as required under the Delaware Act, including the maintenance of current records of Company affairs, and the Company shall cause its financial statements to be prepared in accordance with generally accepted accounting principles (except to the extent such principles are inconsistent with Section 9.6) in a manner that indicates the separate existence of the Company. The Company shall (i) pay all its liabilities, and (ii) not assume the liabilities of any Affiliate.
Sample 1
Maintenance of Separate Business. (a) The Company shall at all times (i) to the extent that any of the Company’s offices are located in the offices of one of its Affiliates, pay fair market rent for its office space located therein, (ii) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of any of its Affiliates or any other Person, (iii) not commingle the Company’s assets with those of any of its Affiliates or any other Person, (iv) maintain the Company’s account, bank accounts, and payroll separate from those of any of its Affiliates, (v) act solely in its name and through its own authorized agents, and in all respects hold itself out as a legal entity separate and distinct from any other Person, (vi) make investments directly or by brokers engaged and paid by the Company and its agents, (vii) manage the Company’s liabilities separately from those of any of its Affiliates and pay its own liabilities, including all administrative expenses and compensation to employees, consultants or agents, and all operating expenses, from its own separate assets, except that an Affiliate of the Company may pay the organizational expenses of the Company; provided, however, the foregoing shall not require any Member to make any Additional Capital Contribution; and (viii) pay from the Company’s assets all obligations and indebtedness of any kind incurred by the Company; provided, however, the foregoing shall not require any Member to make any Additional Capital Contribution. The Company shall abide by all Act formalities, including the maintenance of current records of the Company’s affairs, and the Company shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Company. The Company shall (i) pay all its liabilities; provided, however, the foregoing shall not require any Member to make any Additional Capital Contribution, (ii) not assume the liabilities of any of its Affiliates unless such assumption is approved in accordance with this Agreement and (iii) not guarantee the liabilities of any of its Affiliates unless such assumption is approved in accordance with this Agreement. Subject to Article VII, the Board shall make decisions with respect to the business and daily operations of the Company independent of and not dictated by any of its Affiliates. Failure of the Company, any of the Members or t...
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Maintenance of Separate Business. The Partnership shall at all times (a) maintain the Partnership's books, financial statements, accounting records and other corporate documents and records separate from those of any Affiliate or any other entity, (b) maintain the Partnership's books of account, bank accounts and payroll separate from those of any Affiliate, (c) act solely in its name and through its own authorized officers and agents; and in all respects hold itself out as a legal entity separate and distinct from any other entity, (d) separately manage the Partnership's liabilities from those of any Affiliate and pay its own liabilities, including all administrative expenses and compensation to employees, consultants or agents, and all operating expenses, from its own separate assets, and (e) pay from the Partnership's assets all obligations and indebtedness of any kind incurred by the Partnership. To the extent the Partnership's office is located in the offices of an Affiliate, an Affiliate supplies administrative support services to the Partnership or employees of an Affiliate working on Partnership matters, the Partnership shall pay and reimburse the Affiliate for the fair market value of the office space, administrative support services, and/or personnel supplied by the Affiliate. The Partnership shall abide by all partnership formalities, including the maintenance of current records of Partnership affairs, and the Partnership shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Partnership and its assets and liabilities. The Partnership shall not (i) assume the liabilities of any Affiliate or any other entity, (ii) guarantee the liabilities of any Affiliate or any other entity, and (iii) hold its credit out as being available to satisfy the obligations of any Affiliate or other entity, except the Partnership. The General Partner of the Partnership shall make decisions with respect to the business and daily operations of Partnership independent of and not dictated by any Affiliate.
Sample 1
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Maintenance of Separate Business. The Company shall at ---------------------------------- all times (a) allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including paying for office space and services performed by any employee of an Affiliate, (b) maintain its books, financial statements, accounting records and other corporate documents and records separate from those of any Affiliate or any other entity, (c) not commingle its assets with those of any Affiliate or other entity, (d) maintain its books of account, bank accounts and payroll separate from those of any Affiliate or any other entity, (e) act solely in its own name and through its own authorized officers and agents and in all respects hold itself out as a legal entity separate and distinct from its Members and any other entity, (f) maintain an arm's-length relationship with each Affiliate and enter into all transactions with any Affiliate only upon a commercially reasonable basis, (g) separately manage the Company's liabilities from those of its Members and all other- Affiliates and pay its own liabilities, including all administrative expenses and compensation to employees, consultants or agents, and all operating expenses, from its own separate assets, except that a Member or other Affiliate, pursuant to management arrangements, may pay the organizational expenses of the Company and maintain a sufficient number of employees in light of the Company's contemplated business operations, (h) not acquire obligations or securities of the Company's Members or Affiliates, (i) use separate stationery, invoices and checks bearing its own name, (j) not pledge the Company's assets for the benefit of any other person or entity, or make any loans or advances to any other entity, or buy or hold evidence of indebtedness issued by any other person or entity (except for cash and - investment grade securities), (k) correct any known misunderstanding regarding the Company's separate identity, and (1) maintain adequate capital in light of its contemplated business operations. The Company shall abide by all organizational formalities, including the maintenance of current minute books, and the Company shall cause its financial statements to be prepared separate from any Affiliate in accordance, with generally accepted accounting principles in a manner that indicates the separate existence of the Company and its assets and liabilities, The Company shall (i) pay all its liabilities, and (ii) not assume or guaranty,...
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Related to Maintenance of Separate Business

  • Maintenance of Services A. Reseller will adopt and adhere to the standards contained in the applicable BellSouth Work Center Interface Agreement regarding maintenance and installation of service. B. Services resold under the Company’s Tariffs and facilities and equipment provided by the Company shall be maintained by the Company. C. Reseller or its end users may not rearrange, move, disconnect, remove or attempt to repair any facilities owned by the Company, other than by connection or disconnection to any interface means used, except with the written consent of the Company. D. Reseller accepts responsibility to notify the Company of situations that arise that may result in a service problem. E. Reseller will be the Company's single point of contact for all repair calls on behalf of Reseller’s end users. The parties agree to provide one another with toll-free contact numbers for such purposes. F. Reseller will contact the appropriate repair centers in accordance with procedures established by the Company. G. For all repair requests, Reseller accepts responsibility for adhering to the Company's prescreening guidelines prior to referring the trouble to the Company. H. The Company will xxxx Reseller for handling troubles that are found not to be in the Company's network pursuant to its standard time and material charges. The standard time and material charges will be no more than what BellSouth charges to its retail customers for the same services. I. The Company reserves the right to contact Reseller’s customers, if deemed necessary, for maintenance purposes.

  • Operation and Maintenance of Properties The Borrower will, and will cause each of its Subsidiaries to: (a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable proration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect. (b) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all material equipment, machinery and facilities. (c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder. (d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards and in all material respects, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties. (e) to the extent the Borrower or one of its Subsidiaries is not the operator of any Property, the Borrower shall use reasonable efforts to cause the operator to comply with this Section 8.06.

  • Operation and Maintenance 17.1 O&M obligations of the Concessionaire 17.1.1 During the Operation Period, the Concessionaire shall operate and maintain the Bus Terminal in accordance with this Agreement either by itself, or through the O&M Contractor and if required, modify, repair or otherwise make improvements to the Bus Terminal to comply with the provisions of this Agreement, Applicable Laws and Applicable Permits, and conform to Specifications and Standards and Good Industry Practice. The obligations of the Concessionaire hereunder shall include: (a) permitting safe, smooth and uninterrupted flow of traffic on the Bus Terminal during normal operating conditions. Buses of other state road transport corporations shall be parked inside the Bus Terminal for which no charges shall be payable to the Concessionaire and if any charges are applicable for such parking then it shall be realized by Authority only; (b) minimising incidents affecting the safety and use of the Bus Terminal by providing a rapid and effective response and maintaining liaison with emergency services of the State; (c) carrying out periodic preventive maintenance of the Bus Terminal; (d) undertaking routine maintenance including prompt repairs of ticket counters, Workshops, Authority's Office and other infrastructure as mentioned in the Operation and Maintenance Schedule; (e) undertaking major maintenance such as per the Maintenance Schedule of the major infrastructure in the Bus Terminal; (f) preventing, with the assistance of the concerned law enforcement agencies, any encroachments on the Bus Terminal; (g) protection of the environment and provision of equipment and materials therefor; (h) operation and maintenance of all communication, control and administrative systems necessary for the efficient operation of the Bus Terminal; (i) maintaining a public relations unit to interface with and attend to suggestions from the Users, passengers, government agencies, media and other agencies; (j) complying with Safety Requirements in accordance with Article 18; (k) operation and maintenance of all Project Assets diligently and efficiently and in accordance with Good Industry Practice; (l) maintaining punctuality and reliability in operating the Bus Terminal; and (m) maintaining a high standard of cleanliness and hygiene in the Bus Terminal. 17.1.2 The Concessionaire shall remove promptly from the Bus Terminal all surplus construction machinery and materials, waste materials (including hazardous materials and waste water), rubbish and other debris (including, without limitation, accident debris) and keep the Bus Terminal in a clean, tidy and orderly condition,

  • Maintenance of Seniority During unpaid leave, an eligible regular employee shall maintain accrued leave, but shall not accrue any additional leave, consistent with Article 14.1, nor accrue seniority (while on unpaid leave of thirty (30) continuous days or more), consistent with Article 7. 1. The Employer shall adjust the employee’s anniversary date to reflect any period of unpaid leave of thirty (30) continuous days or more. Seniority shall continue to accrue and the employee’s anniversary date shall not be adjusted for periods of legally protected leave, such as FMLA or military leave.

  • Supply and Maintenance of Equipment It is the responsibility of the Employer to furnish and maintain all equipment, machinery and supplies required by employees in the performance of their duties. Employees shall not suffer any loss in salary in the event that they cannot carry out their normal duties by reason of the Employer failing to properly maintain equipment, machinery or supplies or by reason of power failures or other circumstances not attributable to the employees.

  • Account Maintenance Trade Allocations Trade Reporting; (Futures) Daily Trade Checkout Daily Statement Reconciliation

  • Maintenance of Business The Borrower shall, and shall cause each Subsidiary to, preserve and maintain its existence, except as otherwise provided in Section 8.10(c)

  • Installation and Maintenance Except for the bi‐directional and production metering equipment owned by the City, all equipment on Customer’s side of the delivery point, including the required disconnect device, shall be provided and maintained in satisfactory operating condition by Customer and shall remain the property and responsibility of the Customer. The City will bear no responsibility for the installation or maintenance of Customer’s equipment or for any damage to property as a result of any failure or malfunction thereof. The City shall not be liable, directly or indirectly for permitting or continuing to allow the interconnection of the Facility or for the acts or omissions of Customer or the failure or malfunction of any equipment of Customer that causes loss or injury, including death, to any party.

  • Operation and Maintenance Manuals Receipts for transmittal of Operation and Maintenance Manuals, Brochures and Data to the Design Professional (or Commissioning Agent) as required by Section 6.1.1.5.

  • Establishment and Maintenance of Records GRANTEE shall maintain records, including but not limited to, books, financial records, supporting documents, statistical records, personnel, property, and all other pertinent records sufficient to reflect properly: a. All direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred in the performance of this AGREEMENT; and b. All other matters covered by this AGREEMENT. Such records shall be maintained in accordance with requirements now or hereafter prescribed by the CITY.

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