Common use of Observation of Corporate Formalities Clause in Contracts

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.

Appears in 4 contracts

Samples: Interest Rate Swap Guarantee Agreement (Westcorp /Ca/), Future Interest Payment Hedge Guarantee and Reimbursement Agreement (WFS Financial Inc), Secured Deposit Account Agreement (WFS Financial Inc)

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Observation of Corporate Formalities. Each Company Entity shall at all times observe the applicable legal requirements for the recognition of Company Entity as a corporate entity separate and apart from any other CompanyEntity, including without limitation the following: (a) a. Each Company Entity shall maintain corporate records and books of account separate from those of every the other CompanyEntity; (b) b. Each Company Entity shall hold meetings of its Board of Directors as appropriate to authorize its corporate actions; (c) c. Each Company Entity 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) d. Each Company Entity shall file all reports required by the Secretary of State in any and all jurisdictions in which that Company Entity is licensed or qualified, including the annual statement by whatever name denominated, in a timely manner; and (e) e. Each Company Entity shall ensure that any applicable yearly franchise taxes are paid in a timely manner so as to maintain its corporate existence uninterrupted.

Appears in 3 contracts

Samples: Logo License Agreement (Westcorp /Ca/), Intellectual Property Licensing Agreement (WFS Financial Inc), Intellectual Property Licensing Agreement (Westcorp /Ca/)

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