Organizational Formalities Sample Clauses

Organizational Formalities. Debtor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of formation and each state in which it is qualified to do business, and is, and will be treated as a partnership for federal income tax purposes.
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Organizational Formalities. Seller will strictly observe limited liability company formalities in its dealings with the Master Servicer, MSC, the Originator or any Affiliates thereof, and funds or other assets of Seller will not be commingled with those of the Master Servicer, MSC, the Originator or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. Seller shall not maintain joint bank accounts or other depository accounts to which the Master Servicer, MSC, the Originator or any Affiliate thereof (other than the Master Servicer solely in its capacity as such) has independent access. Seller is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Master Servicer, MSC, the Originator or any Subsidiaries or other Affiliates thereof. Seller will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers Seller and such Affiliate.
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Organizational Formalities. Borrower shall, and shall cause each other Loan Party to, at all times (i) hold itself out to the public as a legal entity separate and distinct from any other entity;
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Organizational Formalities. Borrower shall at all times (i) hold itself out to the public as a legal entity separate and distinct from any other entity; (ii) correct any known misunderstanding regarding its status as a separate entity; (iii) conduct business in its own name; (iv) not identify itself or any of its Affiliates as a division or part of the other, provided, however, that Borrower shall be permitted to hold itself out to the public as a common enterprise with its Affiliates; (v) maintain and utilize separate stationery, invoices and checks bearing its own name; (vi) maintain, adequate capital for its normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (vii) use commercially reasonable efforts to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person; (viii) not guarantee or become obligated for the debts of any Affiliate or hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any Affiliate; (ix) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; and (x) not commingle its funds or other assets with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name.
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Related to Organizational Formalities

  • Corporate Formalities The Borrower will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts or other depository accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof. The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.

  • Formalities Parties to this Agreement

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Organization, etc Financial Security is a stock insurance company duly organized, validly existing and authorized to transact financial guaranty insurance business under the laws of the State of New York.

  • Organizational Rights 4.1 The Association shall have the right to use the meeting rooms of the Employer, as defined below, after student dismissal times. 4.1.1 The Association shall request use of the Employer's meeting rooms in the same manner and with the same responsibilities as required of other groups who request such rooms. 4.2 The Association shall reimburse the Employer at actual cost for Employer materials or supplies used by the Association, with such use having been approved in writing by the Superintendent or his/her designee prior to such use. 4.3 There shall be available at each building site where five (5) or more Unit Members are permanently assigned, bulletin board space for the exclusive use of the Association. Announcements of teaching positions shall be sent to all certificated staff. Other memos will be sent to sites. 4.4 Association newsletters that may contain a message from the Superintendent and other responsible communications are considered the business of the employer and may be distributed through the Employer’s mail delivery system. These items shall be subject to the same delivery schedule and procedures as any other mail being delivered through the county mail service. All material sent through the Employer’s mail service shall be of a responsible and constructive nature with the Association accountable for items sent under its name. Political communications should not be distributed through the mail system. All other Association communications not approved as the business of the Employer shall be distributed through the U. S. mails or other means. Upon request by the Association, the Employer will provide on its web site a link to the Association’s web site, where the Association may post notices of interest to members. The SCOE web site is not a public forum. The Employer disclaims any responsibility or liability for the content of messages posted on the Association’s web site. 4.5 Representatives of the Association shall have the right to transact Association business with Unit Members after student dismissal time. Unit Members shall have the right to transact Association business on breaks, after student dismissal time, and during staff meetings. If the information is of a confidential nature, it will be shared at the end of the staff meeting with only unit members in attendance. 4.6 The Employer shall supply the Association a list of names, site mailing address, and position of all Unit Members and Non-Unit Members defined in the bargaining unit no later than October 15. All new Unit Members will be reported to the Association no later than ten (10) working days after submitting his/her CTA/NEA Membership Enrollment Form to the Employer. All Unit Members shall have the right to refuse the release of any other information concerning them to the Association or its designee. 4.7 The SACP and the SCSS, through the Director of Human Resources and/or Core-level Administrators, shall meet periodically to review the administration of this Agreement and to consult on issues of interest to either party. Additional consulting meetings shall be held upon request of either party. Such a consulting meeting shall be scheduled by mutual agreement of the parties, but in no case shall the meeting be delayed more than fourteen (14) calendar days if either party wishes an early meeting. 4.8 A representative of the Association shall be released to attend all Stanislaus County Board of Education meetings and Superintendents' Council meetings. 4.9 The SACP President shall be granted release time for 12 days each year in order to conduct Association business, including attendance at internal contract-related meetings and hearings. 4.10 The Employer shall provide the Association with a computer disk copy of each contract upon its ratification. The Employer may select the type of computer and software from commonly used products. 4.11 Any Unit Member representing the Association as an elected CTA official at the state level shall be granted up to four (4) days of paid release time to attend state level meetings. The Unit Member shall reimburse the Employer the actual cost of a substitute.