Operations Matters Sample Clauses
Operations Matters. In the conduct its business and operations, Pledgor shall, and shall cause each of the Companies to:
(i) maintain books and records, separate from those of any other Person;
(ii) maintain its bank accounts and all its other assets separate from those of any other Person;
(iii) hold regular member, partnership or shareholder meetings, as appropriate, to conduct its business, and observe all other limited liability company, partnership or corporate formalities, as the case may be;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person;
(v) prepare separate financial statements, or if part of a consolidated or combined group, then it shall be shown as a separate member of such group, including in a footnote(s) to the relevant financial statements disclosing its separate existence and identity and the existence of its own assets;
(vi) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates;
(vii) transact all business with Affiliates on an arm's-length basis and to enter into transactions with Affiliates on an arm's-length basis;
(viii) conduct business in its own name;
(ix) with regard to each Company, maintain a sufficient number of employees in light of such Company's contemplated business operations;
(x) correct any misunderstanding regarding its separate identity of which Pledgor has actual knowledge;
(xi) not identify itself in writing as a division of any other Person; and
(xii) maintain adequate capital in light of its contemplated business operations.
Operations Matters of Article I of the Agreement is deleted in its entirety and replaced with the following:
Operations Matters. In the conduct of its business and operations, Pledgor shall, and shall cause each Borrower Entity to:
(i) maintain books and records, separate from those of any other Person;
(ii) except as may be expressly contemplated or required by the Deposit Account Agreement, maintain its bank accounts and all its other assets separate from those of any other Person;
(iii) hold regular member, shareholder or partnership meetings, as appropriate, to conduct its business, and observe all other limited liability company, corporate or partnership formalities, as the case may be;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person;
(v) prepare separate financial statements, or if part of a consolidated or combined group, then it shall be shown as a separate member of such group, including in a footnote(s) to the relevant financial statements disclosing its separate existence and identity and the existence of its own assets;
(vi) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates except as otherwise permitted under the Financing Documents;
(vii) transact all business with Affiliates on an arm's-length basis and to enter into transactions with Affiliates on an arm's-length basis;
(viii) conduct business in its own name;
(ix) with regard to each Borrower Entity, maintain a sufficient number of employees in light of such Borrower Entity's contemplated business operations;
(x) correct any misunderstanding regarding its separate identity of which Pledgor has actual knowledge;
(xi) not identify itself in writing as a division of any other Person; and
(xii) maintain adequate capital in light of its contemplated business operations.
Operations Matters. The City shall consult with the Concessionaire with respect to any Metered Parking System operations of a material nature prior to the Time of Closing.
Operations Matters. Will conduct its business and operations in accordance with the following provisions:
(i) maintain books and records, separate from those of any other Person;
(iii) except as may be expressly contemplated or required by the Deposit Account Agreement, maintain its bank accounts and all its other assets separate from those of any other Person;
(v) hold regular partnership meetings, as appropriate, to conduct the business of the Borrower, and observe all other partnership formalities in respect of each of the Borrower;
(vi) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person;
(vii) prepare separate tax returns and financial statements, or if part of a consolidated group, then it will be shown as a separate member of such group;
(viii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates;
(ix) transact all business with affiliates on an arm's length basis and to enter into transactions with affiliates on an arm's length basis;
(x) conduct business in its own name;
(xi) to correct any misunderstanding regarding its separate identity of which the Pledgor has actual knowledge;
(xii) not to identify itself in writing as a division of any other Person; and
(xiii) to maintain adequate capital in light of its contemplated business operations.
Operations Matters. 88 6. Rates and Charges .................................................................................................. 88 7. Good Faith Performance ......................................................................................... 89 NETWORK ELEMENTS ATTACHMENT ...................................................................................... 90 1. General ...................................................................................................................... 90
Operations Matters. With respect to the joint, unit or other operating agreements relating to the Assets (a) except as set forth on Schedule 5.08(a), there are no outstanding commitments under authorities for expenditures for payments of greater than $100,000 net to Seller’s interest (with respect to any single authority for expenditure) which are due from Seller which have not been made, and (b) except as set forth on Schedule 5.08(b), there are no operations under the operating agreements with respect to which Seller has become a non-consenting party and is subject to a non-consent penalty applicable after the Effective Time.
Operations Matters. In the conduct of its business and operations, Pledgor shall, and shall cause the OPMW Borrower to:
Operations Matters. With respect to the joint, unit or other operating agreements relating to the Assets, except as disclosed on Schedule 6.1(i), (A) all of Seller’s accounts under the operating agreements and production handling agreements are current and there are no outstanding cash calls or payments under authorities for expenditures for payments which are due or which Seller is obligated to make which have not been made; and (B) there are no operations under the operating agreements with respect to which Seller has become a non-consenting party.
Operations Matters. The Chase Manhattan Bank 1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000