Separate Operations Sample Clauses
Separate Operations. Contractor will not combine its business operations in any way with the City’s business operations and each party shall maintain their operations as separate and distinct.
Separate Operations. The Borrower will at all times maintain and observe policies and procedures to insure that its operations are separate and distinct from the operations of Borrower's Affiliates.
Separate Operations. (a) Subject to and in accordance with the terms of this Amendment, Licensee may:
(i) offer, sell, and operate HGV Max as a membership offering that will provide access across all or a portion of the Licensed Exchange Program, all or a portion of the New Brand Licensed Vacation Ownership Properties, and all or a portion of Diamond Properties that are not Converted Properties, along with access to certain other agreed benefits;
(ii) operate and market HGV Max using the Loyalty Program, Licensed IP, and Hilton Data;
(iii) advertise, market, and present HGV Max to the public as being associated with the Licensed Vacation Ownership Business; and
(iv) engage in all other activities that are consistent with or permitted by the A&R Agreement and this Amendment with respect to its marketing and sale of HGV Max in connection with the Diamond Properties that become New Brand Licensed Vacation Ownership Properties, and Diamond Sales Facilities that become Rebranded Sales Facilities.
(b) Except as described in this Amendment, Section 9.3(c) of the A&R Agreement shall remain in effect.
Separate Operations. (a) Licensee will operate the Vacation Ownership Business and related businesses as owned and/or operated by Bluegreen and its Subsidiaries at the Bluegreen Effective Time (the “Bluegreen Business”) as a Separate Operation; provided, however, that Licensee shall not be prohibited from holding the Bluegreen Business in a Subsidiary that uses the Licensed Marks as a corporate, trade or d/b/a name.
(b) The Parties agree to use good faith efforts to modify the scope of the defined term “Separate Operation” and memorialize the terms of any such modifications in an amendment to the Existing Agreement. For the avoidance of doubt, if the Parties are unable to develop mutually acceptable modifications pursuant to this Section 1.1(b), Licensee will continue to operate the Bluegreen Business as a Separate Operation pursuant to Section 1.1(a).
Separate Operations. The General Partner shall cause the Partnership to conduct its business and operations separate and apart from that of the General Partner and any of its affiliates, including, without limitation, (i) segregating Partnership assets and not allowing funds or other assets of the Partnership to be commingled with the funds or other assets of, held by, or registered in the name of, the General Partner or any of its affiliates, (ii) maintaining books and financial records of the Partnership separate from the books and financial records of the General Partner and its affiliates, and observing all Partnership procedures and formalities, including, without limitation, maintaining minutes of the Partnership meetings and acting on behalf of the Partnership only pursuant to due authorization of the Partners as required in this Agreement, (iii) causing the Partnership to pay its liabilities when due from assets of the Partnership, and (iv) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity.
Separate Operations. Cause each of its Dividend Restricted Subsidiaries to conduct its business and operations separately from that of each Borrower and its Subsidiaries, including (i) not allowing funds or other assets of any of its Dividend Restricted Subsidiaries to be commingled with the funds or other assets of either Borrower or its Subsidiaries except to the extent segregated in the Borrowers' books and records and by intercompany accounts, (ii) maintaining with respect to each of its Dividend Restricted Subsidiaries corporate and financial records separate from those of either Borrower and its Subsidiaries and observing appropriate corporate or other organizational formalities, including maintaining corporate or other organizational minute books and acting pursuant to corporate or other organizational resolutions, and
Separate Operations. The following additional provision is added to Article 5 of the LOAN AGREEMENT:
Separate Operations. The Company may establish separate operations within a Flight Attendant domicile. The assignment of equipment to such separate operations will be determined after considering the recommendations of the Union. Such operations shall be considered separate for the purpose of filling of vacancies and reduction of personnel as set forth in Section 21, except that bids for intra-domicile transfers may be filed after three (3) months and such transfers will be honored in seniority order as vacancies occur.
Separate Operations. Subject to the immediately following sentence, the BORROWERS shall at all times maintain MERGER PARTNER as a separate legal entity, which shall constitute a wholly-owned SUBSIDIARY of AVATECH. Until such time as the BORROWERS and MERGER PARTNER have established a single credit facility consolidating the LOAN and the RAND PNC LOAN, the BORROWERS and MERGER PARTNER shall: (a) maintain separate books and records and bank accounts, including separate accounts receivable and accounts payable records; (b) prepare separate financial statements; (c) maintain their respective assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (d) allocate and charge fairly and reasonably any shared employee or overhead costs; (e) not extend any intercompany loans, advances, transfers, capital transactions or similar transactions; and (f) not commingle their respective assets or funds.
Separate Operations. Borrower shall take all reasonable steps necessary to maintain its status as a separate legal entity and to make it manifest to third parties that Borrower is an entity with assets and liabilities separate and distinct from its Subsidiaries, and any other Affiliates. Without limiting the generality of the foregoing, Borrower shall maintain separate bank accounts from its Affiliates and shall not commingle its funds with the funds of its Affiliates.