EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE Sample Clauses

EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE. Nothing in this Agreement or any arrangement contemplated by it shall be construed as establishing or implying any partnership between the Parties, and nothing in this Agreement shall be deemed to constitute either of the Parties as the agent of any other or to authorise any Party to hold itself out as agent or to bind, contract in the name of or to create a liability for any other in any way or for any purpose.
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EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE. Nothing in this Agreement or any arrangement contemplated by it shall be construed as establishing or implying any partnership between the Parties, and nothing in this Agreement shall be deemed to constitute either of the Parties as the agent of any other or to authorise any Party to hold itself out as agent or to bind, contract in the name of or to create a liability for any other in any way or for any purpose. 17.1 Each Party shall, now or as required at any time in the future, do, or procure the doing by a third party of, so far as may be reasonably within its power and as may be reasonably requested of it, all acts and/or execute or procure the execution of all documents in a form reasonably satisfactory to the other Parties as is or are required to give full effect to the Transaction Documents and the transactions intended to be effected hereby and thereby and shall further (if necessary), so far as may be within its power, procure any required amendment to the Articles. 17.2 If there is any conflict or inconsistency between the provisions of this Agreement and the Articles, (i) this Agreement shall prevail, although nothing in this Agreement shall constitute an amendment of the Articles and (ii) the Shareholders shall take all lawful actions necessary to amend the Articles in order to implement the terms of this Agreement, and in any event, shall act in accordance with this Agreement.
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EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE. Nothing in this Agreement or any arrangement contemplated by it shall be construed as establishing or implying any partnership between the Parties, and nothing in this Agreement shall be deemed to constitute any of the Parties as the agent of any other or to authorise any Party to hold itself out as agent or to bind, contract in the name of or to create a liability for any other in any way or for any purpose. 20 FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, MODIFICATIONS TO ACCOMMODATE THE PARTIES’ TAX EFFICIENCY 20.1 Each Party shall, now or as required at any time in the future, do, or procure the doing by a third party of, so far as may be reasonably within its power and as may be reasonably requested of it, all acts and/or execute or procure the execution of all documents in a form satisfactory to the other Parties as is or are required to give full effect to this Agreement and the other Transaction Documents and the transactions intended to be effected hereby and thereby and shall further (if necessary), so far as may be within its power, procure any required amendment to the Articles. 20.2 If there is any conflict or inconsistency between the provisions of this Agreement and the Articles, (i) this Agreement shall prevail, although nothing in this Agreement shall constitute an amendment of the Articles and (ii) the Shareholders shall take all lawful actions necessary to amend the Articles in order to implement the terms of this Agreement, and in any event, shall act in accordance with this Agreement. 20.3 The Shareholders shall consult with each other in good faith regarding the corporate structure of the Company and the Group Companies, as well as the capitalisation structure of the Company, and shall in good faith consider any requests by the Lion Parties and/or the Seller Parties to make modifications to such corporate structure or capitalisation structure of the Company so as to optimise the corporate structure as is appropriate to accommodate the efficient and effective taxation planning of the requesting party and its ultimate beneficial owners provided that the efficient and effective taxation planning of the other Parties is not adversely affected by any such request. If as a result of such consultation the Lion Parties and the Seller Parties agree to reorganise, recapitalise or otherwise restructure the Company or any other member of the Group resulting in the Shareholders (or any of them) receiving shares or other securities of a...
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Related to EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • Formation of Joint Venture The JV Parties hereby jointly enter into and form this Joint Venture, for the limited purpose and scope set herein, pursuant to the laws of the State of California and the terms of this Agreement. Notwithstanding the foregoing, except as otherwise expressly provided in this JV Agreement or by other written agreement executed by the JV Parties, no JV Party shall have the authority to act for or to assume any obligations or responsibilities on behalf of any other JV Party. Each of the JV Parties acknowledges and agrees that the creation of the Joint Venture shall be purely contractual in nature, and that (i) the Joint Venture shall not constitute the creation of any separate limited liability company, partnership or other legal entity and (ii) other than as specifically provided herein, neither SMK nor the Investor shall be required to make any filing with, or obtain any consent from, the State of California or any other governmental body, in each case, in order for the Joint Venture to commence and for the JV Parties to be contractually bound by this JV Agreement.

  • No Partnership, Agency or Joint Venture This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

  • PARTNERSHIP OR AGENCY 34.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 34.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

  • Company Organization Each of Acquiror and Merger Sub has been duly incorporated, organized or formed and is validly existing as a corporation or exempted company in good standing (or equivalent status, to the extent that such concept exists) under the Laws of its jurisdiction of incorporation, organization or formation, and has the requisite company power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The copies of Acquiror’s Governing Documents and the Governing Documents of Merger Sub, in each case, as amended to the date of this Agreement, previously delivered by Acquiror to the Company, are true, correct and complete. Merger Sub has no assets or operations other than those required to effect the transactions contemplated hereby. All of the equity interests of Merger Sub are held directly by Acquiror. Each of Acquiror and Merger Sub is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to be, individually or in the aggregate, material to Acquiror.

  • No partnership or agency Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  • No Joint Venture or Partnership Each Borrower and Lender intend that the relationship created hereunder be solely that of borrower and lender. Nothing herein is intended to create a joint venture, partnership, tenants-in-common, or joint tenancy relationship between any Borrower and Lender nor to grant Lender any interest in any Individual Property other than that of mortgagee or lender.

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

  • No Joint Venture or Partnership; No Third Party Beneficiaries (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender. (b) This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

  • Investments; Joint Ventures Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

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