Separate Corporate Entities Sample Clauses

Separate Corporate Entities. Chapter and GCSAA expressly acknowledge and agree that Chapter and GCSAA are, and intend to maintain, separate corporate entities and as such shall not incur any liability, obligation or expense on behalf of each other. The Chapter and GCSAA and its members are prohibited from acting as agents or representatives of the other without express written authority.
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Separate Corporate Entities. Affiliate and the Academy expressly acknowledge and agree that they are, and intend to remain, separate and independent corporate entities and as such shall not purport to represent the other, or incur any liability, obligation or expense on behalf of the other, except as specifically provided for in this agreement. Neither party shall, by virtue of this Agreement, be entitled to act as the agent or legal representative of the other.
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Separate Corporate Entities. SNA and the Affiliate expressly acknowledge and agree that SNA and the Affiliate are, and intend to maintain, separate corporate entities and as such will not incur any liability, obligation or expense on behalf of each other. This Agreement does not and will not be interpreted to create any joint venture, partnership or subsidiary relationship between SNA and the Affiliate.
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Separate Corporate Entities. District and Affiliate expressly acknowledge and agree that they are separate and independent corporate entities; as such shall not purport to represent the other, or incur any liability, obligation or expense on behalf of the other, except as specifically provided for in this agreement; and shall not therefore be entitled to act as the agent or legal representative of the other
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Separate Corporate Entities. Chapter and FGCSA expressly acknowledge and agree that Chapter and FGCSA are, and intend to maintain, separate corporate entities and as such shall not incur any liability, obligation or expense on behalf of each other. The Chapter and FGCSA and its members are prohibited from acting as agents or representatives of the other without express written authority. In furtherance of such intention and agreement, Chapter hereby indemnifies and holds harmless FGCSA and its officers, directors and employees from and against any
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Separate Corporate Entities. Chapter and FACES expressly acknowledge and agree that Chapter and FACES are, and intend to maintain, separate corporate entities and as such shall not incur any liability, obligation or expense on behalf of each other. The Chapter and FACES and its members are prohibited from acting as agents or representatives of the other without express written authority. In furtherance of such intention and agreement, Chapter hereby indemnifies and holds harmless FACES and its officers, directors and employees from and against any suit, claim, obligation, cost and expense which may be incurred by Chapter and/or its steering committee or employees which may arise by reason of any act or failure or omission to act or any agency relationship by Chapter, its steering committee or employees. The only exception to this would be the existence of a FACES Tax-Exempt Share Agreement between the local and FACES as referenced in Section III.E. of this agreement.
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Separate Corporate Entities. Chapter and GCSAA expressly acknowledge and agree that Chapter and GCSAA are, and intend to maintain, separate corporate entities and as such shall not incur any liability, obligation or expense on behalf of each other. The Chapter and GCSAA and its members are prohibited from acting as agents or representatives of the other without express written authority. In furtherance of such intention and agreement, Chapter hereby indemnifies and holds harmless GCSAA and its officers, directors and employees from and against any suit, claim, obligation, cost and expense which may be incurred by Chapter and/or its officers, directors and employees which may arise by reason of any act or failure or omission to act or any agency relationship by Chapter, its officers, directors or employees. 1. Self Governance: Chapter hereby understands and agrees that it (Chapter) is a legal entity which must not only observe all GCSAA affiliated status obligations, but also discharge legal obligations incumbent upon any self-
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Separate Corporate Entities. The Issuer shall, and shall cause each of its Subsidiaries to, and each Shareholder shall, conduct its business in its own name so as to avoid the appearance of conducting its business on behalf of any other Person or that the assets of the Issuer or any such Subsidiaries or any Shareholder (the "Applicable Entities") are available to pay the creditors of any of the other applicable Entities. Without limiting the generality of the foregoing, (1) each Applicable Entity shall maintain corporate records and books of account separate from those of the other Applicable Entities; (2) each Applicable Entity shall comply with its constitutive documents, including by obtaining proper authorization from its board of directors of all corporate action requiring such authorization and holding meetings of its board of directors as required by its constitutive documents; (3) operating expenses and liabilities of each Applicable Entity shall not be paid from the funds of the other Applicable Entities except to the extent such funds have been contributed as equity or constitute loans and, in each case, documented appropriately; (4) each Applicable Entity shall maintain an arm's-length relationship with the other Applicable Entities and shall not hold itself out as being liable for the debts of the other Applicable Entities; and (5) each Applicable Entity shall keep its assets and its liabilities wholly separate from the other applicable Entities except that operating assets may be pooled in the ordinary course of the Applicable Entity's drilling business. The foregoing, however, shall not be violated by reason of this Indenture, the Guarantees or the Security Agreements or any permitted Indebtedness or permitted Lien under the Indenture. The Issuer shall cause each Unrestricted Subsidiary to provide in any Indebtedness Incurred by such Unrestricted Subsidiary that the holder of such Indebtedness will not have any recourse to the Issuer or any of its Restricted Subsidiaries with respect to such Indebtedness.
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Related to Separate Corporate Entities

  • Separate Entities Seller expressly acknowledges and agrees that, for purposes of this Agreement, any Host Utility, Balancing Authority or other Transmission Provider shall be deemed to be a separate entity and separate contracting party from Buyer even if it is the same legal entity as Buyer or an Affiliate of Buyer, and even if any orders, directives or other communications from such entities are communicated to Seller through Buyer. Without limiting the foregoing, the acts and omissions of any Host Utility, Balancing Authority or other Transmission Provider shall not be deemed to be acts and omissions of Buyer or any of its Affiliates for any purpose arising out of or relating to this Agreement.

  • Corporate Entity At all relevant times, Xxxxx Xxxxx V-Twin was organized under the laws of California as a corporation and conducted business in the State of California.

  • Separate Corporate Existence Each Transferor that is a securitization special purpose entity shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation or as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the applicable Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Except as provided in this Agreement, maintain its own deposit, securities and other account or accounts, separate from those of any Affiliate of such Transferor, with financial institutions. The funds of such Transferor will not be diverted to any other Person or for other than the company use of such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of such Transferor shall not be commingled with those of any other Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. (v) Ensure that all material transactions between such Transferor and any of its Affiliates shall be only on an arm’s-length basis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. (vi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its members and other Affiliates. To the extent that such Transferor and any of its members or other Affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. (vii) Conduct its affairs strictly in accordance with its certificate of formation and limited liability company agreement or its certificate of incorporation and bylaws and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and special members’ and directors’ meetings appropriate to authorize all action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular members’ and directors’ meetings shall be held at least annually. (viii) Ensure that its board of directors shall at all times include at least one Independent Director (for purposes hereof, “Independent Director” shall mean any member of the board of directors of such Transferor that is not and has not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, employee, member or shareholder of any Affiliate of such Transferor which is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing). (ix) Ensure that decisions with respect to its business and daily operations shall be independently made by such Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of such Transferor) and shall not be dictated by an Affiliate of such Transferor. (x) Act solely in its own company name and through its own authorized officers and agents, and no Affiliate of such Transferor shall be appointed to act as agent of such Transferor. Such Transferor shall at all times use its own stationery and business forms and describe itself as a separate legal entity. (xi) Other than as provided in the relevant Revolving Credit Agreement, ensure that no Affiliate of such Transferor shall advance funds or loan money to such Transferor, and no Affiliate of such Transferor will otherwise guaranty debts of such Transferor. (xii) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds. (xiii) Not enter into any guaranty, or otherwise become liable, with respect to or hold its assets or creditworthiness out as being available for the payment of any obligation of any Affiliate of such Transferor nor shall such Transferor make any loans to any Person. (xiv) Ensure that any financial reports required of such Transferor shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions between such Transferor and such Affiliate and also state that the assets of such Transferor are not available to pay creditors of the Affiliate. (xv) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of formation and its limited liability company agreement or in its certificate of incorporation and bylaws.

  • EXPATRIATE CORPORATIONS Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

  • Separate Entity The Borrower is operated as an entity with assets and liabilities distinct from those of the Originator and any Affiliates thereof (other than the Borrower), and the Borrower hereby acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the Originator and from each such other Affiliate of the Originator.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records. (b) Ensure that (i) no payment is made by it or any of its Restricted Subsidiaries to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary, (ii) no bank account of any Unrestricted Subsidiary shall be commingled with any bank account of the Borrowers, Holdings or any direct or indirect parent of the Borrowers or any of their Restricted Subsidiaries, and (iii) any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from the Borrowers, Holdings or any direct or indirect parent of the Borrowers or any of their Restricted Subsidiaries.

  • Separate Entity Existence The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of Xxxxx & Xxxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

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