Essential Term. TRANSFER
Essential Term a term of this Agreement that is so important you would not have signed the Agreement without it, for example, a requirement that the Facilities and Services are available 24 hours a day 7 days a week (subject to clause 30.1 and the Special Conditions for 14 and under, 15, 16 and 17 Year Olds). If there is a disagreement as to whether a term is an Essential Term, the matter will be reasonably determined by Fast Twitch.
Essential Term. Payment of interest in accordance with this special condition 8 is an essential term of this contract.
Essential Term. The Guarantor’s compliance with its obligations under this Guarantee and Indemnity is an essential term of the contract.
Essential Term. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
Essential Term. The status of DISTRIBUTOR pursuant to this Agreement is that of independent contractor for all purposes and the parties hereby signify their express intention to this effect. DISTRIBUTOR shall not be controlled by COMPANY as to the specific details or manner and means of DISTRIBUTOR's business, it being understood that the interests of COMPANY are the results achieved by DISTRIBUTOR, protecting the reputation of the brands, and protecting the business reputation of both DISTRIBUTOR and COMPANY. DISTRIBUTOR's business is separate and apart from that of COMPANY and it is of the essence of this Agreement that DISTRIBUTOR is an independent business. Any final determination that DISTRIBUTOR is not an independent contractor shall entitle either party to cancel this Agreement, such determination being contrary to the parties’ express intention herein to create an independent contractor relationship. Neither DISTRIBUTOR nor any of DISTRIBUTOR's employees, agents, or servants shall be considered or deemed in any way to be employees, agents or servants of COMPANY and neither party has the right or power, express or implied, to do any act or thing that would bind the other, except as herein specifically provided. The parties do not intend to act as joint employers, parent/subsidiary, joint venturers, or any other legal capacity other than separate and distinct businesses acting pursuant to the terms of this Agreement. There is no fiduciary relationship between the parties. Furthermore, none of the benefits provided by COMPANY to its employees are available from COMPANY to DISTRIBUTOR or to DISTRIBUTOR's employees, agents, or servants. In the event DISTRIBUTOR and/or DISTRIBUTOR's employees, agents or servants hereafter become eligible to participate in any such benefits, DISTRIBUTOR, on behalf of DISTRIBUTOR and DISTRIBUTOR's employees, agents and servants, hereby waives any right to participate in such benefits. Such waiver is not dependent upon DISTRIBUTOR's status as an independent contractor. DISTRIBUTOR will be solely and entirely responsible for DISTRIBUTOR's acts and for the acts of DISTRIBUTOR's employees, agents, and servants during the performance of this Agreement, and will save and hold COMPANY harmless from any and all damages which may arise therefrom, including attorneys' fees.
Essential Term. Each of Seller and Buyer acknowledges and agrees that the waivers and releases set forth in this Section 1.14 are an essential and material term of this Amendment.
Essential Term. The parties hereto acknowledge and agree that the rights of any Acquiror Indemnified Person to indemnification pursuant to this Section 9.2 are an essential part of the economic terms of the Merger. An Acquiror Indemnified Person’s rights to indemnification under this Agreement shall in no way be limited or eliminated or otherwise affected by the fact that such Acquiror Indemnified Person, or any of its directors, officers, employees or advisors, was at any time prior to or as of the Effective Time or the execution of this Agreement aware (or should have become aware) of any fact (including that any representation or warranty was untrue or incorrect or that any covenant or agreement had been breached).
Essential Term. The parties hereto acknowledge and agree that the rights of any Purchaser Indemnified Person to indemnification pursuant to this Section 8.1 are an essential part of the economic terms of the transactions contemplated by this Agreement. An Purchaser Indemnified Person’s rights to indemnification under this Agreement shall in no way be limited or eliminated or otherwise affected by the fact that such Purchaser Indemnified Person, or any of its directors, officers, employees or advisors, was at any time prior to or as of the Closing or the execution of this Agreement aware (or should have become aware) of any fact (including that any representation or warranty was untrue or incorrect or that any covenant or agreement had been breached) other than as set forth in this Agreement or the Target Disclosure Schedules.
Essential Term. It is an essential term of this Contract that the relevant Interest is paid. The Purchaser may not require the Vendor to complete this Contract unless Interest payable under this Contract is paid to the Vendor on Settlement.
