Independent Actions Sample Clauses

Independent Actions. Normally all fires will be suppressed by the Protecting Agency but there may be instances where the Jurisdictional Agency may discover a fire and take immediate actions. In such instances, the Party taking action will promptly notify the Protecting Agency to identify what other resources are en-route and ensure mitigation of safety issues. The Protecting Agency retains operational control of the incident.
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Independent Actions. Each Secured Obligation Representative (for itself and on behalf of each of its Secured Parties) acknowledges and agrees that each of the other Secured Parties has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Secured Obligation Documents, as the case may be, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Secured Obligation Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. No Secured Party shall have any duty to any other Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an Event of Default or default under any agreements with the Borrower (including the Secured Obligation Documents), regardless of any knowledge thereof which they may have or be charged with.
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Independent Actions. Each of the Investors has and is acting separately and independently with respect to its purchase of Preferred C Shares, and the execution of this Agreement, and is not an “affiliate” of any other Investor (as defined by Rule 144(a) under the 1933 Act), or acting in concert with, any other Investor in connection with such purchase of Preferred C Shares, execution of this Agreement, or any negotiation with respect to a possible future investment in the Company as contemplated by this Agreement.
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Independent Actions. Each Secured Party agrees with the other Secured Parties and the Collateral Agent that (i) such Secured Party will not take any action whatsoever to enforce any term or provision of any Collateral Document or otherwise to realize the benefits of the Collateral, except through the Collateral Agent in accordance with this Agreement, and (ii) if the Majority Secured Parties shall instruct the Collateral Agent pursuant to Section 2.9 hereof to commence an action to foreclose on the Collateral Documents or the Collateral, such
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Independent Actions. Each Secured Party agrees with the other Secured Parties and the Collateral Agent that (i) such Secured Party will not take any action whatsoever to enforce any term or provision of any Collateral Document or otherwise to realize the benefits of the Collateral, except through the Collateral Agent in accordance with this Agreement, and (ii) if the Majority Secured Parties shall instruct the Collateral Agent pursuant to Section 2.9 hereof to commence an action to foreclose on the Collateral Documents or the Collateral, such Secured Party (a) shall not thereafter commence any proceeding of its own seeking payment of any Obligation held by such Secured Party so long as such foreclosure action is pending, and (b) if such a proceeding shall be pending at the time such instructions are given to the Collateral Agent, shall promptly (but in no event later than the commencement of such foreclosure action) cause such proceeding to be discontinued, provided that if such Secured Party shall fail to discontinue such proceeding, the Collateral Agent is hereby authorized and directed by such Secured Party and the other Secured Parties to commence and maintain such foreclosure action on behalf of such other Secured Parties (excluding such Secured Party) and any distribution of amounts required by Section 4 hereof shall be made only to such other Secured Parties and the Collateral Agent as provided therein and, notwithstanding anything herein or in the Collateral Documents to the contrary, such Secured Party shall not be entitled to share therein. Notwithstanding the foregoing, nothing contained in this Section 3.4 shall prohibit any Secured Party from accelerating the maturity of, or demanding payment from the Borrower, THC or any other Guarantor on, any of the Obligations owing to such Secured Party or from filing a proof of claim in any Bankruptcy Proceeding if necessary to preserve such Secured Party's rights.
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Independent Actions. Guarantor waives any right to require that any action be brought by PE Member against any other Person, or that any other remedy under the Development Agreement, the Operating Agreement or any other Transaction Document be exercised. PE Member may, subject to compliance with any notice obligations set forth in the Transaction Documents, at its option, proceed against Guarantor in the first instance to collect monies when due or obtain performance under this Guaranty, without first resorting to the Development Agreement, the Operating Agreement or any other Transaction Document or any remedies thereunder.
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Independent Actions. Guarantor waives any right to require that any action be brought by any Developer Party against any other Person, or that any other remedy under the Development Agreement, the Operating Agreement or any other Building Document be exercised. Any Developer Party may, at its option, proceed against Guarantor in the first instance to collect monies when due or obtain performance under this Guaranty, without first resorting to the Development Agreement, the Operating Agreement or any other Building Document or any remedies thereunder.
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Independent Actions. Except as expressly provided elsewhere in this Lease, Tenant shall not have the right to set off, recoup, xxxxx or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord.
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Independent Actions. ‌ The Protecting Agency retains operational control of the incident regardless of who is responding. Any Party taking action will promptly notify the Protecting Agency to identify resources enroute or on-scene and ensure mitigation of safety issues. See Clause 32 below.
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Related to Independent Actions

  • Independent Activities 14.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to: (a) any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside of the Property at any time; and (b) the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill, smelter or refinery treats ores or concentrates from the Property.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Auditor If: (a) the Provider is the Distributor and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from the information relating to the Trader or that the information is commercially sensitive; or (b) the provider is the Trader and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from information relating to the Distributor or that the information is commercially sensitive, then the Distributor or the Trader, as appropriate, will permit an independent auditor (the “Auditor”) appointed by the other party to review the Records and the other party will not itself directly review any of the Records. The Distributor or the Trader, as appropriate, will not unreasonably object to the Auditor appointed by the other party. In the event that the Distributor or the Trader, as appropriate, reasonably objects to the identity of the Auditor, the parties will request the President of the New Zealand Law Society (or a nominee) to appoint a person to act as the Auditor. The party that is permitted by this clause 31.5 to appoint an Auditor will pay the Auditor’s costs, unless the Auditor discovers a material inaccuracy in the Records in which case the other party will pay the Auditor’s costs. The terms of appointment of the Auditor will require the Auditor to keep the Records confidential.

  • Independent Entities Business Associate and Covered Entity are independent entities, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Business Associate and Covered Entity. Neither Business Associate nor Covered Entity will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent, except as otherwise expressly provided in this Agreement.

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Independent Parties For purposes of this Agreement, the Parties are independent contractors and neither may be considered an agent or an employee of the other. No joint venture, partnership or like relationship is created between the Parties by this Agreement.

  • Trustee's Good Faith Action, Expert Advice No Bond or Surety. The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

  • Joint Remediation Committee If the Sellers (acting reasonably) determine that the Purchasers have committed a Major Default, then, at the election of the Sellers, within three (3) Business Days of the Sellers providing the Purchasers written notice of such determination, the Sellers and the Purchasers shall establish a joint remediation committee of designated executives from the Sellers and the Purchasers (“Joint Remediation Committee”) consisting of three (3) members of each of the Sellers and the Purchasers. The Joint Remediation Committee shall be responsible for overseeing the development of a mutually agreeable plan in accordance with subsection 3 below to either (i) remediate any breaches giving rise to the Major Default to the extent such breaches can be remediated and/or (ii) prevent similar breaches from recurring in the future (clauses (i) and (ii), a “Corrective Action Plan”). Each member of the Joint Remediation Committee shall have sufficient authority on the part of his or her respective party to make decisions relating to matters reviewed by the Joint Remediation Committee, and shall be approved by the other party (such approval not to be unreasonably delayed, conditioned or withheld). The Joint Remediation Committee shall have access to Purchaser Personnel that are primarily responsible for the area of the business relationship (such as information technology, data security or regulatory) where the breaches giving rise to the Major Default arise (such Purchaser Personnel, collectively, the “Subject Matter Experts”). The Sellers and the Purchasers shall cause their respective members on the Joint Remediation Committee to, and the Purchasers shall cause the Subject Matter Experts to, act in good faith in connection with the development of the Corrective Action Plan.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

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