Common use of Separate Existence and Formalities Clause in Contracts

Separate Existence and Formalities. The Company hereby covenants and agrees that: (a) it will maintain procedures designed to prevent commingling of the funds of the Company and its Subsidiaries. (b) all actions taken by the Company and its Subsidiaries will be taken pursuant to authority granted by the Board of Directors of the Company and its Subsidiaries, to the extent required by law or the Company's and its Subsidiaries' Certificate of Incorporation or By-laws; (c) the Company and its Subsidiaries will maintain separate records and books of account and such records and books of account shall be separate from those of any other Person in each case in accordance with GAAP; (d) the Company and its Subsidiaries will maintain correct minutes of the meetings and other corporate proceedings of the owners of its Capital Stock and the Board of Directors and otherwise comply with requisite corporate formalities required by law; (e) the Company and its Subsidiaries will not knowingly mislead any other Person as to the identity or authority of the Company and its Subsidiaries; and (f) it will maintain procedures designed to assure that all written communications of the Company and its Subsidiaries, including, without limitation, letters, invoices, purchase orders, contracts, statements and applications, will appropriately identify the entity on whose behalf such communication is made.

Appears in 4 contracts

Samples: Indenture (Transtexas Gas Corp), Indenture (Transtexas Gas Corp), Indenture (Transtexas Gas Corp)

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Separate Existence and Formalities. The Company hereby covenants and agrees that: (a) it will maintain procedures designed to prevent commingling of the funds of the Company and Company, its Subsidiaries.' and TransAmerican, other than pursuant to the Services Agreement; (b) all actions taken by the Company and its Subsidiaries will be taken pursuant to authority granted by the Board of Directors of the Company and its Subsidiaries, to the extent required by law or the Company's and its Subsidiaries' Certificate of Incorporation or By-laws; (c) the Company and its Subsidiaries will maintain separate records and books of account and such records and books of account shall be separate from those of any other Person TransAmerican in each case in accordance with GAAPgenerally accepted accounting principles; (d) the Company and its Subsidiaries will maintain correct minutes of the meetings and other corporate proceedings of the owners of its Capital Stock capital stock and the Board of Directors and otherwise comply with requisite corporate formalities required by law; (e) the Company and its Subsidiaries will not knowingly mislead any other Person as to the identity or authority of the Company and its Subsidiaries; and (f) it will maintain procedures designed to assure that all written communications of the Company and its SubsidiariesSubsidiaries will provide for all of their operating expenses and liabilities from their own separate funds, including, without limitation, letters, invoices, purchase orders, contracts, statements and applications, will appropriately identify other than pursuant to the entity on whose behalf such communication is madeServices Agreement.

Appears in 2 contracts

Samples: Indenture (Transamerican Refining Corp), Indenture (Transamerican Refining Corp)

Separate Existence and Formalities. The Company hereby covenants and agrees that: (a) it will maintain procedures designed to prevent commingling of the Company's funds of the Company and its Subsidiaries.' funds with those of TransAmerican, other than pursuant to the Services Agreement; (b) all actions taken by the Company and its Subsidiaries will be taken pursuant to authority granted by the Board of Directors of the Company and its Subsidiaries, to the extent required by law or the Company's and its Subsidiaries' Certificate of Incorporation or By-laws; (c) the Company and its Subsidiaries will maintain separate records and books of account and such records and books of account shall be separate from those of any other Person in each case TransAmerican in accordance with GAAPgenerally accepted accounting principles; (d) the Company and its Subsidiaries will maintain correct minutes of the meetings and other corporate proceedings of the owners of its Capital Stock capital stock and the Board of Directors and otherwise comply with requisite corporate formalities required by law; (e) the Company and its Subsidiaries will not knowingly or negligently mislead any other Person as to the identity or authority of the Company and its Subsidiaries; and; (f) it will maintain procedures designed to assure that all written communications of the Company and its Subsidiaries, including, without limitation, letters, invoices, purchase orders, contracts, statements and applications, will appropriately identify the entity on whose behalf such communication is made; and (g) the Company and its Subsidiaries will provide for all of its operating expenses and liabilities from its own separate funds.

Appears in 1 contract

Samples: Indenture (Transtexas Gas Corp)

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Separate Existence and Formalities. The Company hereby covenants and agrees that: (a) it will shall maintain procedures designed to prevent commingling of the funds of the Company and its Subsidiaries., other than pursuant to the Services Agreement and the Tax Allocation Agreement; (b) all actions taken by the Company and its Subsidiaries will shall be taken pursuant to authority granted by the Board of Directors of the Company and its Subsidiaries, to the extent required by law or the Company's and its Subsidiaries' Certificate of Incorporation or By-laws; (c) the Company and its Subsidiaries will shall maintain separate records and books of account and such records and books of account shall be separate from those of any other Person in each case in accordance with GAAP; (d) the Company and its Subsidiaries will shall maintain correct minutes of the meetings and other corporate proceedings of the owners of its Capital Stock capital stock and the Board of Directors and otherwise comply with requisite corporate formalities required by law; (e) the Company and its Subsidiaries will shall not knowingly mislead any other Person as to the identity or authority of the Company and its Subsidiaries; and (f) it will the Company and its Subsidiaries shall maintain procedures designed to assure that all written communications of the Company and its Subsidiaries, including, without limitation, letters, invoices, purchase orders, contracts, statements and applications, will shall appropriately identify the entity on whose behalf such communication is made.

Appears in 1 contract

Samples: Indenture (Transamerican Energy Corp)

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