Independent Company. If the Aggregate Ownership Percentage of the Investor, or, if after the Distribution, the Contributor Investors collectively, is not greater than fifty percent (50%), the Board shall be as set forth in this Section 2.2(c). The Company shall use its reasonable best efforts to cause the Board, whether acting through a duly authorized committee or otherwise, to include in the slate of nominees recommended to the Shareholders for election as a director at any annual or special meeting of the Shareholders (or, if permitted, by any action by written consent of the Shareholders) at or by which directors of the Company are to be elected, including by calling a special meeting of the Board, any committee thereof and/or the Shareholders, recommending to Shareholders the election of the designees selected pursuant to this Section 2.2(c), and using its reasonable best efforts to solicit proxies in favor of the election of any such individuals to the Board from the Shareholders eligible to vote for the election of directors as of the record date for such meeting, the following members to the Board:
(i) The Chief Executive Officer of the Company;
(ii) Up to three (3) directors nominated to the Board by the Investor, or, if after the Distribution, the Contributor Investors. If nominated by the Contributor Investors after the time of the Distribution, each Contributor Investor shall have the right (but not the obligation) to nominate to the Board one (1) director for so long as such Contributor Investor’s Aggregate Ownership Percentage is greater than the Director Nominating Threshold; and
(iii) Such number of Independent Directors as is required to comply with the Majority Independent Director Requirement; provided, however, that:
(1) one (1) such Independent Director shall be the Skyline Independent Director (to the extent such director is eligible to and elects to stand for reelection to the Board), until the first meeting of the Shareholders for the election of directors to the Board held after the two (2) year anniversary of the Closing;
(2) each Contributor Investor shall have the right (but not the obligation) to nominate one (1) Independent Director for so long as such Contributor Investor’s Aggregate Ownership Percentage is greater than the Independent Director Nominating Threshold; and
(3) any remaining Independent Directors shall be jointly nominated by the affirmative vote of a majority of the directors of the Board.
Independent Company. Each Party herewith confirms that its Party represents an independent company and does not act as or on behalf of any third party, and is fully responsible on any act it takes in the drafting and the implementation of this Agreement.
Independent Company. The Parties intend that their relationship be one of independent contractor or companies. District is interested only in the results to be achieved, and the conduct and control of the work will lie solely with the Company. Nothing contained in this Agreement or otherwise shall be construed so as to create a partnership between or a joint venture by Company and District or constitute either the agent or employee of the other. Company shall not represent itself to be an agent or employee of the District and has no authority, express or implied, to act on behalf of the District or to bind District to any obligation whatsoever. Employees of Company are not employees of District and are not entitled to any of the benefits that District provides for District employees.
Independent Company. The Consultant is an independent limited company, individual contractor or other separate organisation and not an agent, representative, member or employee of Nitidae. Except as otherwise expressly agreed, Nitidae will not have control over or liability for the Consultant. The Consultant agrees that it shall be responsible for paying income taxes, national insurance and social security amounts, required by law to be paid in respect of the Consultant performing the Services in relation to the Project. The Consultant shall also be responsible for holding sufficient insurance (including liability insurance) for performing the services in relation to the Project.
Independent Company. It is understood and agreed by and between the Parties that Company, in satisfying the conditions of this Agreement, is acting independently, and that City assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by Company pursuant to this Agreement shall be in the capacity of an independent Company, and not as an agent or employee of City. Company shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of this Agreement.
Independent Company. It is expressly understood and agreed that Company shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant or employee of City; that Company shall have the exclusive control over the details of the services and work performed hereunder and all persons performing the same; that Company shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors, if any; and that nothing herein shall be construed as creating a partnership or joint venture between City and Company. Neither Company nor its officers, employees, agents or subcontractors shall obtain any rights to retirement benefits, workers’ compensation benefits or any other benefits which accrue to City employees.
Independent Company. By signing this Agreement, Contractor represents that he is operating as an independently established business (including as a sole proprietorship, whether under a d/b/a or not). Contractor and the Company acknowledge that Contractor, while not performing services for the Company, is free to perform services for any other company. Contractor is free to engage in other work for any persons who are not in competition with the Company while performing services for the Company hereunder, so long as Contractor performs the agreed-upon Services in a satisfactory and timely manner.
Independent Company. A. The Company is a separate and independently established business, retains sole and absolute discretion over the manner and means of carrying out the Company’s activities and responsibilities for the purpose of implementing the provisions of this Contract, and maintains the appropriate license/certifications. This Contract shall not be construed as creating an agency, partnership, joint venture, employment relationship, or any other relationship between the Parties other than that of independent Parties. The Company is acting as an “independent Company” and is not an employee of the County, and accepts full responsibility for taxes or other obligations associated with payment for services under this Contract.
B. SUBCONTRACTING/NONASSIGNMENT. No portion of the Contract may be Contracted or assigned to any other individual, firm, or entity without the express and prior approval of the County.
Independent Company. In fulfilling its obligations under this Agreement, you or your Company will be acting as an independent Company. You understand and agree that this agreement does not create any agency, partnership, joint venture or similar relationship between the parties, and neither party has the authority to bind the other with respect to any matter. Under no circumstances shall either party have the right or authority to act or make any commitment of anykind to any third party on behalf of the other party or to represent the other party in any way as anagent. You shall ensure that your personnel are aware that he or she has no right, power or authority to bind or represent the Company. You acknowledge that your personnel are (i) not eligible for any compensation from, or other employee benefits of, the Company by reason of your engagement under this agreement, and (ii) you shall be responsible for maintaining, at your sole cost and expense, any insurance coverage, including workers' compensation and unemployment insurance, which may be applicable to you in the performance of Services for the Company, and (iii) you will not receive fringe benefits, including liability, xxxxxxx’x compensation, health insurance benefits, paid vacation, or any other employee benefit.
Independent Company. The Company shall at all times during the term of the Contract be an independent Contractor with respect to the Work and the Client and nothing in this Contract shall be construed as creating at any time the relationship of employer and employee between the Client and the Company or any of the Company’s employees. Neither the Company nor any of its employees shall at any time hold itself or themselves out to be the employee or employees of the Client and neither the Company nor any of its employees shall be entitled to any of the benefits provided by the Client to its officers and staff other than such benefits as are specifically set forth in this Contract. The Company is wholly responsible for making all necessary arrangements with the Inland Revenue with regard to any consideration received from this Contract.
