Status of Parents Sample Clauses

Status of Parents. Each Parent shall only engage in business activities and own Property in connection with or consisting of (a) ownership of Stock and Stock Equivalents of, and other Investments in, the Borrowers, and Subsidiaries other than the Borrowers that will be contributed to the Borrowers or their Subsidiaries, and Parent Intercompany Advances, in each case, to the extent permitted hereunder, (b) ownership of cash and Cash Equivalents, (c) creation of Permitted Liens, (d) activities and contractual rights incidental to the maintenance of its legal existence (including, without limitation, the ability to incur fees, costs and expenses necessary to such maintenance), (e) the performance of its obligations under the Loan Documents and the ABL Documents to which it is a party, and any financing activities, the issuance of Stock, performance of obligations under equityholder agreements, payment of dividends and other Restricted Payments, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments, in each such case solely to the extent permitted under this Agreement, (f) participating in Tax, accounting and other administrative matters as a member of a consolidated, unitary, affiliated or other similar group of companies,
Sample 1Sample 2
AutoNDA by SimpleDocs
Status of Parents. Each Parent shall only engage in business activities and own Property in connection with or consisting of (a) ownership of Stock and Stock Equivalents of, and other Investments in, Borrowers, and Subsidiaries other than the Borrowers that will be contributed to the Borrowers or their Subsidiaries, and Parent Intercompany Advances, in each case, to the extent permitted hereunder, (b) ownership of cash and Cash Equivalents, (c) creation of Permitted Liens, (d) activities and contractual rights incidental to the maintenance of its legal existence (including, without limitation, the ability to incur fees, costs and expenses necessary to such maintenance), (e) the performance of its obligations under the Loan Documents, the Initial Term Loan Documents, and any other Permitted Term Indebtedness Documents to which it is a party, and any financing activities, the issuance of Stock, performance of obligations under equityholder agreements, payment of dividends and other Restricted Payments, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments, in each such case solely to the extent permitted under this Agreement, (f) participating in Tax, accounting and other administrative matters as a member of a consolidated, unitary, affiliated or other similar group of companies, (g) holding any cash or property received in connection with Restricted Payments permitted under Section 5.11 pending application thereof, (h) providing fees, expenses and indemnification to officers, directors, managers and employees and (i) activities incidental to the businesses or activities described in the foregoing clauses (a) through (h).
Sample 1Sample 2
Status of Parents. 65 SECTION 16.4. Successors and Assigns............................. 65 SECTION 16.5. Governing Law; Severability........................ 66 SECTION 16.6. Disputes; Submission to Jurisdiction............... 66 SECTION 16.7. Counterparts....................................... 67 SECTION 16.8. Further Assurances................................. 67 SECTION 16.9. Entire Agreement................................... 67 SECTION 16.10. Headings........................................... 68 ANNEXES ANNEX 3.2(c) Closing Capital Contributions ANNEX 3.3(f) Conversion Procedures AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOSTER BALL, L.L.C. AMENDED AND RESTATED AGREEMENT dated as of June 26, 1995 among Saint-Gobain Holdings I Corp., a Delaware corporation ("SGH"), BG Holdings I, Inc., a Delaware corporation ("BGHI"), and BG Holdings, II, Inc., a Delaware corporation, ("BGHII"), each in its respective capacity as a Member (as hereinafter defined).
Sample 1
Status of Parents. Notwithstanding the fact that the Parents have executed one or more of the Transaction Documents (and may have certain rights and obligations referred to in this Agreement), (i) none of the Parents is, and none shall be deemed to be, a "member" or a "manager" of the Company within the meaning of the Delaware Act, (ii) this Agreement does not constitute a partnership between any Parent and the Company or between any Parent and any Member and (iii) the provisions herein related to any Parent are included herein rather than in a separate agreement for convenience only; provided that this Section 16.3 shall not alter or relieve any Parent of its obligations under any Transaction Document to which such Parent is a party.
Sample 1

Related to Status of Parents

  • Status of Parties The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

  • Status of the Company The Members acknowledge that this Agreement creates a partnership for federal income tax purposes. Furthermore, the Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.

  • Status of Seller The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Status of the Parties The parties are independent contractors. Nothing in this Agreement is intended to or shall be construed to constitute or establish any agency, joint venture, partnership or fiduciary relationship between the parties, and neither party has the right or authority to bind the other party nor shall either party be responsible for the acts or omissions of the other.

  • Status of Consultant It is the intent of the parties that Consultant shall be considered an independent contractor and that Consultant, and anyone else for whom it is legally liable, shall not be considered employees, servants or agents of the City for any purpose. Furthermore, this Agreement shall not be construed to create a partnership or joint venture between the Consultant and the City. Neither Consultant nor any of its employees or contractors shall be eligible to participate in City’s industrial insurance, unemployment, disability, medical, dental, life or other insurance programs, or any other benefit or program that is sponsored, financed or provided by City for its employees. Consultant agrees that it shall be Consultant’s exclusive responsibility to pay all federal, state, or local payroll, social security, disability, industrial insurance, self-employment insurance, income and other taxes and assessments related to this Agreement. Neither FICA (Social Security), FUTA (Federal Employment), nor local, state or federal income taxes will be withheld from payments to Consultant. Consultant shall at Consultant’s expense pay and be fully liable and responsible for, and indemnity and hold harmless City from, any assessments, fines or penalties relating to Consultant’s failure to uphold any of these responsibilities.

  • Status of Purchaser The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • STATUS OF CONTRACTOR 20 CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be 21 wholly responsible for the manner in which it performs the services required of it by the terms of this 22 Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and 23 consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the 24 relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR 25 or any of CONTRACTOR’s employees, agents, consultants, or subcontractors. CONTRACTOR 26 assumes exclusively the responsibility for the acts of its employees, agents, consultants, or 27 subcontractors as they relate to the services to be provided during the course and scope of their 28 employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be 29 entitled to any rights or privileges of COUNTY employees and shall not be considered in any manner to 30 be COUNTY employees. 31

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!