Characterization of Agreement Sample Clauses

Characterization of Agreement. Roche and Prothena agree and acknowledge that (i) each of Roche and Prothena will operate their own business as independent contractors pursuant to the terms of this Agreement, (ii) neither Roche nor Prothena intends that the terms of this Agreement would create or give rise, in whole or in part, to a partnership for tax reporting or any other purposes, and (iii) neither Roche nor Prothena shall take any position or cause their Affiliates to take any position inconsistent with such intention for tax purposes (including with respect to filing U.S. federal income Tax Returns and in the course of any audit, review or litigation), unless otherwise required by Applicable Laws or unless the other Party consents thereto, which consent shall not be unreasonably withheld, delayed or conditioned.
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Characterization of Agreement. The relationship between DataSync and Customer under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. Nothing contained in this Agreement shall be construed to (i) give either Party the power to direct or control the day-to-day activities of the other, or (ii) allow either Party to create or assume any obligation on behalf of the other for any purpose whatsoever. Each Party's employees who perform services related to this Agreement shall remain under the exclusive direction and control of their respective employer and shall receive such salaries, compensation and benefits as their respective employer may from time to time determines. Each Party shall have full and sole responsibility for its employees who perform any service related to this Agreement with regard to compliance with all applicable laws, rules and regulations governing such party relating to employment, labor, wages, benefits, taxes and other matters affecting its employees. (Last Revised on 12/08/13)
Sample 1
Characterization of Agreement. Allergan and Editas agree and acknowledge that (a) each of Allergan and Editas will operate their own business as independent contractors pursuant to the terms of this Agreement, (b) neither Allergan nor Editas intends that the terms of this Agreement would create or give rise, in whole or in part, to a partnership for tax reporting or any other purposes (the “Intended Tax Treatment”), and (c) neither Allergan nor Editas shall take any position or cause their Affiliates to take any position inconsistent with such intention for tax purposes (including with respect to filing U.S. federal income tax returns and in the course of any audit, review or litigation), unless (1) there is a change in Applicable Laws which requires the same, (2) the other Party provides its prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned, or (3) there has been a final “determination” as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (“Code”) or an applicable, analogous provision of state, local or non-U.S. law (such a determination, together with any change in Applicable Laws or position taken as described in clauses (1) and (2), hereinafter referred to as a “Change in Tax Treatment Event”). If any Change in Tax Treatment Event occurs, the Parties hereby consent and agree to the following: (i) Allergan Sales, LLC shall serve as the partnership’s “partnership representative” as defined in Code Section 6223(a) (the “Partnership Representative”) during the existence of the partnership, (ii) the Partnership Representative is authorized and required to appoint a “designated individual” with respect to the partnership under U.S. Treasury Regulations Section 301.6223-1 (the “Designated Individual”), (iii) the Partnership Representative and the Designated Individual are each authorized and, as applicable, required to represent the partnership in connection with all examinations of the partnership’s affairs by tax authorities, including any resulting administrative and judicial proceedings, (iii) the Partnership Representative and the Designated Individual are each authorized to make (A) all elections required or permitted to be made by the partnership, the Partnership Representative or the Designated Individual under the Code (or other applicable tax law), (B) all material decisions with respect to the calculation of its taxable income or taxable loss, incl...
Sample 1

Related to Characterization of Agreement

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • Execution of Agreement The HSP represents and warrants that: (a) it has the full power and authority to enter into this Agreement; and (b) it has taken all necessary actions to authorize the execution of this Agreement.

  • Reproduction of Agreement Copies of this Agreement shall be printed at the expense of the Board within thirty days after the Agreement is signed and presented to all teachers now employed, hereafter employed, or offered a contract for employment by the Board. The Board shall furnish ten copies of this Agreement to the Association for its use. Each employee will have a copy delivered by e-mail. There will be at least two hard copies available in each attendance center. The agreement will be placed on the district website.

  • Preparation of Agreement This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its preparation.

  • Distribution of Agreement The Employer agrees to make available to each employee a copy of this Agreement and to provide a copy of the same Agreement to all new employees entering the employment of the Employer.

  • Confirmation of Agreement Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  • Operation of Agreement This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.

  • Modification of Agreement This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

  • VARIATION OF AGREEMENT 6.1 Subject to clauses 3.2, 6.2 and 6.3, this Agreement may be varied at any time if agreed between the Administrator and the Sector Association. 6.2 The facilities to which this Agreement applies may be varied in accordance with Rules 9 and 10. 6.3 This Agreement may be varied at any time by the Administrator to take account of changes to the terms specified in the Regulations.

  • Violation of Agreement If Guest(s) violates any of the conditions of this Agreement, Agent may terminate this Agreement and enter premises. Upon notice of termination of this Agreement, Guest(s) shall vacate the Premises immediately and forfeit all rents and security deposits.

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