Observation of Corporate Formalities Sample Clauses

Observation of Corporate Formalities. Each Company shall at all times observe the applicable legal requirements for the recognition of Company as a corporate entity separate and apart from any other Company, including without limitation the following: (a) Each Company shall maintain corporate records and books of account separate from those of other Companies; (b) Each Company shall not at any time commingle its funds with those of other Companies; (c) Each Company shall hold meetings of its Board of Directors as appropriate to authorize its corporate actions; (d) Each Company shall hold meetings of its shareholder(s) as appropriate and as required by the Corporations Code of the jurisdiction in which organized to authorize its corporate actions; (e) Each Company shall file all reports required by the Secretary of State in all jurisdictions in which Company is licensed or qualified, including the annual statement by whatever name denominated, in a timely manner; and (f) Each Company shall ensure that yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.
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Observation of Corporate Formalities. Each Company shall at all times observe the applicable legal requirements for the recognition of Company as a corporate entity separate and apart from any other Company, including without limitation the following: (a) Each Company shall maintain corporate records and books of account separate from those of every other Company; (b) Each Company shall hold meetings of its Board of Directors as appropriate to authorize its corporate actions; (c) Each Company shall hold meetings of its shareholder(s) as appropriate and as required by applicable law in the jurisdiction in which organized to authorize its corporate actions; (d) Each Company shall file all reports required by the Secretary of State in any and all jurisdictions in which that Company is licensed or qualified, including the annual statement by whatever name denominated, in a timely manner; and (e) Each Company shall ensure that any applicable yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.
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Observation of Corporate Formalities. Each party shall at all times observe the applicable legal requirements for the recognition of the other(s) as a corporate entity(ies) separate and apart from each other, including without limitation the following: (i) Each party shall maintain corporate records and books of account separate from those of the other party(ies); (ii) Each party shall not at any time commingle its funds with another party; (iii) Each party shall hold meetings of the Board of Directors as appropriate to authorize its corporate actions; (iv) Each party shall hold meetings of its shareholder(s) as appropriate and as required by the Corporations Code of the jurisdiction in which organized to authorize its actions; (v) Each party shall file all reports required by the Secretary of State in all jurisdictions in which it is licensed or qualified, including the annual statement by whatever name denominated, in a timely manner; and (vi) Each party shall ensure that yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.
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Observation of Corporate Formalities. WFS shall at all times observe the applicable legal requirements for the recognition of WFS as a corporate entity separate and apart from the Bank, including without limitation the following: (a) WFS shall maintain corporate records and books of account separate from those of the Bank; (b) WFS shall not at any time commingle its funds with those of the Bank; (c) WFS shall hold meetings of its Board of Directors as appropriate to authorize its corporate actions; (d) WFS shall hold meetings of its shareholder(s) as appropriate and as required by the Corporations Code of the jurisdiction in which organized to authorize its corporate actions; (e) WFS shall file all reports required by the Secretary of State in all jurisdictions in which WFS is licensed or qualified, including the annual statement by whatever name denominated, in a timely manner; and (f) WFS shall ensure that yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.
Sample 1Sample 2Sample 3
Observation of Corporate Formalities. Westran shall at all times observe the applicable legal requirements for the recognition of Westran as a corporate entity separate and apart from Companies, including without limitation the following: (i) Westran shall maintain corporate records and books of account separate from those of Companies; (ii) Westran shall not at any time commingle its funds with those of Companies; (iii) Westran shall hold meetings of its Board of Directors as appropriate to authorize its corporate actions; (iv) Westran shall hold meetings of its shareholder as appropriate and as required by the California Corporations Code to authorize its corporate actions; (v) Westran shall file all reports required by the California Secretary of State, including the yearly Statement By Domestic Stock Corporation, in a timely manner; and (vi) Westran shall ensure that its yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.
Sample 1Sample 2Sample 3
Observation of Corporate Formalities. Each Party shall at all times observe the applicable legal requirements for the recognition of the other as a corporate entity separate and apart from the other, including without limitation the following: (i) Each shall maintain corporate records and books of account separate from those of any other; (ii) Each shall not at any time commingle its funds with those of any other; (iii) Each shall hold meetings of its Board of Directors as appropriate to authorize its corporate actions; (iv) Each shall hold meetings of its shareholder(s) as appropriate and as required by the laws and regulations of the jurisdiction under whose laws the Parties were formed; (v) Each shall file all reports required by the administrators or regulators of the jurisdiction in which each Party conducts business, including without limitation, annual Statements in a timely manner; and (vi) Each shall ensure that its yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.
Sample 1
Observation of Corporate Formalities. Each Company shall at all times observe the applicable legal requirements for recognition as a corporate entity separate and apart from each other, including without limitation the following: (a) Each shall maintain corporate records and books of account separate from those of the Bank; (b) Each shall not at any time commingle its funds with those of the Bank; (c) Each shall hold meetings of its Board of Directors as appropriate to authorize its corporate actions; (d) Each shall hold meetings of its shareholders as appropriate and as required by the California Corporations Code to authorize its corporate actions; (e) Each shall file all reports required by the California Secretary of State, including the yearly Statement By Domestic Stock Corporation, in a timely manner; and (f) Each shall ensure that its yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.
Sample 1
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Observation of Corporate Formalities. Each party to this Services Agreement shall at all times observe the applicable legal requirements for the recognition of such party as a corporate entity separate and apart from the other parties to this Services Agreement, including without limitation the following: (i) Each party shall maintain corporate records and books of account separate from those of the other parties; (ii) No party shall at any time commingle its funds with those of the other parties; (iii) Each party shall hold meetings of its board of directors as appropriate to authorize its corporate actions; (iv) Each party shall hold meetings of its shareholder(s) as appropriate and as required by the California Corporations Code to authorize its corporate actions; (v) Each party shall file all reports required by the California Secretary of State, including the yearly Statement By Domestic Stock Corporation, in a timely manner; and (vi) Each party shall ensure that its yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.
Sample 1

Related to Observation of Corporate Formalities

  • Maintenance of Corporate Separateness Each Borrower will cause each of its Unrestricted Subsidiaries to satisfy customary corporate formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. No Borrower nor any of its Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary except pursuant to any guaranty given by such Borrower or Subsidiary to such creditor pursuant to Section 9.04(xiv), and no bank account or similar account of any Unrestricted Subsidiary shall be commingled with any bank account or similar account of Silgan or any of its Subsidiaries. Any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from Silgan and its Subsidiaries. Finally, neither Silgan nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Silgan or any of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of Silgan or any of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

  • Provision of Corporate Records Other than in circumstances in which indemnification is sought pursuant to Article VIII (in which event the provisions of such Article will govern) or for matters related to provision of Tax records (in which event the provisions of the applicable Tax Disaffiliation Agreement will govern) and without limiting the applicable provisions of Article VII, and subject to appropriate restrictions for classified, privileged or Confidential Information: (a) After the applicable Relevant Time, upon the prior written request by LSC or Donnelley Financial for specific and identified Information which relates to (x) LSC or Donnelley Financial or the conduct of the LSC Business or Donnelley Financial Business, as the case may be, up to the applicable Distribution Date, or (y) any Ancillary Agreement to which RRD and one or more of LSC and/or Donnelley Financial are parties, as applicable, RRD shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of RRD or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party. (b) After the LSC Distribution Date, upon the prior written request by RRD or Donnelley Financial for specific and identified Information which relates to (x) RRD or Donnelley Financial or the conduct of the RRD Retained Business or Donnelley Financial Business, as the case may be, up to the LSC Distribution Date, or (y) any Ancillary Agreement to which LSC and one or more of RRD and/or Donnelley Financial are parties, as applicable, LSC shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of LSC or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party. (c) After the Donnelley Financial Distribution Date, upon the prior written request by RRD or LSC for specific and identified Information which relates to (x) RRD or LSC or the conduct of the RRD Retained Business or LSC Business, as the case may be, up to the Donnelley Financial Distribution Date, or (y) any Ancillary Agreement to which Donnelley Financial and one or more of RRD and/or LSC are parties, as applicable, Donnelley Financial shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of Donnelley Financial or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party.

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws and Preservation of Corporate Existence Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

  • Authorization and Application of Overtime An employee who is required to work overtime shall be entitled to overtime compensation when the overtime worked is authorized in advance.

  • Proxies and Notices; Compliance with the Shareholders Communication Act of 1985 The Custodian shall deliver or cause to be delivered to the appropriate Fund all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to Securities owned by such Fund that are received by the Custodian, any Subcustodian, or any nominee of either of them, and, upon receipt of Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such Securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. The Custodian will not release the identity of any Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and any such Fund unless a particular Fund directs the Custodian otherwise in writing.

  • INFORMATION AND NOTICES A. Unless otherwise expressly provided in this Agreement, all notices required or permitted hereunder shall be in writing and deemed sufficiently given for all purposes hereof if (i) delivered in person, by courier (e.g., by Federal Express) or by registered or certified United States Mail to the Party to be notified, with receipt obtained, or (ii) sent by facsimile or email transmission, with notice of receipt obtained, in each case to the appropriate address or number as set forth below. Each notice shall be deemed effective on receipt by the addressee as aforesaid; provided that, notice received by facsimile or email transmission after 5:00 p.m. at the location of the addressee of such notice shall be deemed received on the first business day following the date of such electronic receipt. B. Notices to the District shall be addressed to the District’s Authorized Representative as follows: Xx. Xxxxxxxx Xxxxxxx Superintendent of Schools Xxxxxxx-Portland Independent School District 000 Xxxxxxx Xxxxxx Portland, Texas 78374 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@x-xxxx.xxx or at such other address or to such other facsimile transmission number and to the attention of such other person as a Party may designate by written notice to the other. C. Notices to the Applicant shall be addressed to its Authorized Representative as follows: Xxxxxx Xxxx Property Tax Division Manager Exxon Mobil Corporation 0000 Xxxxxx Xxxxxxx Blvd. The Woodlands, Texas 77380 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxx.x.xxxx@xxxxxxxxxx.xxx or at such other address or to such other facsimile transmission number and to the attention of such other person as a Party may designate by written notice to the other.

  • RECEIPT AND PUBLICATION OF NOTICES 10.1 Immediately after it receives a demand or notice from any Noteholder in accordance with the Conditions, the Agent shall forward a copy to the Issuer. 10.2 On behalf of and at the request and expense of the Issuer, the Agent shall cause to be published all notices required to be given by the Issuer to the Noteholders in accordance with the Conditions.

  • Notification of Changes Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

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