Effect of Agreement and Relationship of Parties Sample Clauses

Effect of Agreement and Relationship of Parties. The MPF Provider will have no obligation or responsibility to the Pittsburgh Bank except as specifically stated herein, and the MPF Provider shall not have a fiduciary duty to the Pittsburgh Bank except as set forth in Section 5.1. of this Agreement. The Pittsburgh Bank will have no obligation or responsibility to the MPF Provider except as specifically stated herein, and the Pittsburgh Bank shall not have a fiduciary duty to the MPF Provider except as set forth in Section 7.4. (c) of this Agreement. This Agreement constitutes the entire agreement among the parties, and no representation, promise, inducement or statement of intent has been made by the MPF Provider to the Pittsburgh Bank which is not embodied in this Agreement. This Agreement supersedes the letter of intent dated as of March 31,1998, previously executed by the parties.
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Effect of Agreement and Relationship of Parties. This Agreement does not affect any relationships created pursuant to the Services Agreement or any other participation agreements. The MPF Bank will have no obligation or responsibility or fiduciary duty to the MPF Provider except as specifically stated herein. The execution of this Agreement, the performance of the terms or provisions hereof, and the performance or exercise of any obligations or rights pursuant hereto (including, without limitation, the MPF Provider’s purchase of and ownership interest in its Participation Interest in any Designated Loan and any Loan Documents) shall not constitute the MPF Provider as the owner, holder, purchaser or seller of any security (as that term is defined in the Securities Act of 1933 or the Securities Exchange Act of 1934) issued, owned, purchased or sold by the MPF Bank, either as principal or as agent for the Borrower. The MPF Provider is purchasing and acquiring legal and equitable ownership of its Participation Interest in the Loans and is not making a loan to the MPF Bank, and no debtor-creditor relationship exists between them as a result of this Agreement. This Agreement, along with the Services Agreement and LOP Agreement, constitutes the entire agreement among the parties, and no representation, promise, inducement or statement of intent has been made by the MPF Bank to the MPF Provider which is not embodied in this Agreement.
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Effect of Agreement and Relationship of Parties. (a) This Agreement does not affect any relationships created pursuant to the applicable Services Agreement or any other participation agreements, except that any Master Commitments having Designated Loans will be governed by this Agreement and all other Master Commitments will be governed by the terms of the applicable Services Agreement. The Lead Bank will have no obligation or responsibility or fiduciary duty to the Participant Bank except as specifically stated herein. The execution of this Agreement, the performance of the terms or provisions hereof, and the performance or exercise of any obligations or rights pursuant hereto (including, without limitation, the Participant Bank’s purchase of and ownership interest in its Participation Interest in any Designated Loan and any Loan Documents) shall not cause the Participant Bank to be deemed the owner, holder, purchaser or seller of any security (as that term is defined in the Securities Act of 1933 or the Securities Exchange Act of 1934) issued, owned, purchased or sold by the Lead Bank, either as principal or as agent for the Borrower. The Participant Bank is purchasing and acquiring legal and equitable ownership of its Participation Interest in the Designated Loans and is not making a loan to the Lead Bank, and no debtor-creditor relationship exists between them as a result of this Agreement. This Agreement constitutes the entire agreement among the parties, and no representation, promise, inducement or statement of intent has been made by any of the parties which is not embodied in this Agreement.
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Effect of Agreement and Relationship of Parties. This Agreement is not intended to constitute, and shall not be construed to establish, a partnership or joint venture between Agent and Lenders. Agent will have no obligation or responsibility to any Lender except as specifically stated herein, and Agent shall not have a fiduciary duty of any kind to any Lender. The execution of this Agreement, the performance of the terms or provisions hereof and the performance or exercise of any obligations or rights pursuant hereto (including Lenders' purchase of and ownership interest in the Loan and the Loan Documents) shall not constitute Lenders as owners, holders, purchasers or sellers of any security (as that term is defined in the Securities Act of 1933 or the Securities Exchange Act of 1934) issued, owned, purchased or sold by Agent, either as principal or as agent for Borrower. Each Lender is purchasing and acquiring legal and equitable ownership of its Commitment Percentage of the Loan and is not making a loan to Agent, and no debtor-creditor relationship exists between them as a result of this Agreement. This Agreement and the provisions of the Loan Documents constitute the entire agreement among the parties, and no representation, promise, inducement or statement of intent has been made by Agent to Lenders which is not embodied in this Agreement or in the other Loan Documents.
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Effect of Agreement and Relationship of Parties. This Agreement is not intended to constitute, and shall not be construed to establish, a partnership or joint venture between Agent and Banks. Agent will have no obligation or responsibility to any Bank except as specifically stated herein, and Agent shall not have a fiduciary duty of any kind to any Bank. Each Bank is purchasing and acquiring legal and equitable ownership of its Commitment Percentage of the Loan and is not making a loan to Agent, and no debtor-creditor relationship exists between them as a result of this Agreement. This Agreement and the provisions of the Loan Documents constitute the entire agreement among the parties, and no representation, promise, inducement or statement of intent has been made by Agent to Banks which is not embodied in this Agreement or in the other Loan Documents. L’Auberge de Sonoma - 93 - Building Loan Agreement/Disbursement Schedule IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AGENT: MIDFIRST BANK,a federally chartered savings association By: /s/ Cxxxx Xxxxxxxxx Cxxxx Xxxxxxxxx, Senior Vice President/Senior Managing Director Commitment: $32,300,000.00 L’Auberge de Sonoma Signature Page Building Loan Agreement/ Disbursement Schedule BORROWER: L’AUBERGE DE SONOMA, LLC, a Delaware limited liability company a Delaware limited liability company By: L’Auberge de Sonoma Resort Fund, LLC, a Delaware limited liability company, a Delaware limited liability company Its: Chief Manager and Sole Equity Member By: L’Auberge Fund Manager, LLC, a Delaware limited liability company, a Delaware limited liability company, its Manager By: IMH Financial Corporation, a Delaware corporation, a Delaware corporation, its Sole Member By: /s/ Lxxxxxxx X. Xxxx Name: Lxxxxxxx X. Xxxx Title: Chairman & CEO L’Auberge de Sonoma Signature Page Building Loan Agreement/ Disbursement Schedule DISBURSEMENT SCHEDULE [THIS EXHIBIT WILL BE REPLACED PRIOR TO THE FIRST ADVANCE AFTER THE INITIAL ADVANCE] L’Auberge de Sonoma DISBURSEMENT SCHEDULE - 1 - Building Loan Agreement/Disbursement Schedule EXHIBIT A DISBURSEMENT SCHEDULE The Loan shall be disbursed as follows:
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Effect of Agreement and Relationship of Parties. This Agreement is not intended to establish a partnership or joint venture between Agent and the Banks. The provisions of the Loan Documents regarding the relationships among Agent and the Banks and this Agreement are intended solely to facilitate co-lending relationships among the Banks for the Loan. No security or investment contract under any federal or state law is intended to be created among the Banks or between Agent and the Banks. The execution of this Agreement, the performance of the terms hereof, and the Banks' purchase of and ownership interest in the Loan and the Loan Documents shall not constitute any Bank as owner, purchaser or seller of any security (as that term is defined in the Securities Act of 1933 or the Securities Exchange Act of 1934) issued, owned, purchased or sold by BankAmerica or any of its subsidiaries or affiliates, either as principal or as agent for Borrower. Each Bank is purchasing and acquiring legal and equitable ownership of its Pro Rata Share and is not making a loan to BankAmerica, and no debtor-creditor relationship exists between them as a result of this Agreement. This Agreement and the Loan Documents constitute the entire agreement among the parties, and no representation, promise, inducement or statement of intent has been made by Agent to the Banks which is not embodied in this Agreement or the Loan Documents.
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Related to Effect of Agreement and Relationship of Parties

  • Relationship of Parties Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

  • Relationship of Parties; No Third Party Beneficiary (a) The relationship between Lender and Borrower will be solely that of creditor and debtor, respectively, and nothing contained in this Loan Agreement will create any other relationship between Lender and Borrower. Nothing contained in this Loan Agreement will constitute Lender as a joint venturer, partner or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations or contracts of Borrower.

  • Effect of Agreement Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

  • Amendment and Termination of Agreement (a) We may amend any provision of this Agreement by giving you written notice of the amendment. Either party to this Agreement may terminate the Agreement without cause by giving the other party at least thirty (30) days' written notice of its intention to terminate. This Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

  • Authorization and Effect of Agreement Each of Purchaser and the Merger Sub has all requisite right, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is proposed to be a party and to perform its obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Purchaser and the Merger Sub and the performance by each of Purchaser and the Merger Sub of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby or thereby, as the case may be, have been duly authorized by all requisite action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub and constitutes a legal, valid and binding obligation of each of Purchaser and the Merger Sub, enforceable against each of Purchaser and the Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

  • Xxxx and Termination of Agreement 1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

  • Execution and Effect of Agreement Buyer has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of Buyer’s obligations hereunder have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Effectiveness and Termination of Agreement This Agreement shall be effective as of the later of the date of execution on behalf of Board or Delegate and shall remain in effect until terminated as provided herein. This Agreement may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective 30 days after receipt by the non-terminating party of such notice.

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