Independent Consultation Sample Clauses

Independent Consultation. The Borrower has consulted with its own legal counsel and independent accountants to the extent it has deemed necessary regarding the tax, accounting and regulatory consequences of the transactions contemplated by this Agreement and the other Transaction Documents to which it is party, and neither the Borrower nor any other LC Group Member is participating in such transactions in reliance on any representations of any Agent, Lender or any Affiliate or counsel of any of them, with respect to tax, accounting, regulatory or any other matters.
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Independent Consultation. Each Contributor and the Company warrants that it has been afforded an opportunity to have this Agreement and all other Transaction Documents and materials GTI PA has given or made available have been reviewed by independent legal, financial, Tax and/or accounting advisors selected of such Contributor’s and the Company’s own free will and have either (i) done so and are relying solely upon their respective legal, financial, Tax and/or accounting advisors for all issues related to this transaction; or (ii) waived their right to do so.
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Independent Consultation. Xxxxxx acknowledges that he has been advised to consult with advisors of his choice, including an attorney and a tax or financial consultant, prior to signing this Agreement; that he has been afforded an opportunity to review this Agreement with advisors of his choice, including an attorney or tax or financial consultant; that he has read and understands this Agreement; and that he has signed this Agreement freely and voluntarily.
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Independent Consultation. Tenant acknowledges that Landlord and/or its agent(s) has advised Tenant to consult with its attorney and accountants as to the effects of entering into this Lease, including but not limited to the tax consequences of same, the terms and conditions of the Lease and its sufficiency and effect. Neither Landlord, or any person or entity affiliated therewith have made any representations concerning this Lease or matters related thereto unless expressly stated in writing in this Lease.
Sample 1
Independent Consultation. Seller (i) has had the opportunity to independently consult with counsel of Seller’s own choice and after such consultation agrees that the covenants set forth in this Agreement are reasonable and proper, (ii) has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment and (iii) will not contest the validity or unenforceability of this Agreement during the Restricted Period.
Sample 1
Independent Consultation. The Contributor confirms that it has been advised to consult with its attorney regarding legal matters concerning the Fund and as well as to consult with independent tax advisers regarding the tax consequences of investing into the Shares of the Fund. The Contributor is apprised that the Fund and the Investment Manager has provided no warranty or assurance regarding the ultimate availability of any tax benefits either to the Fund or to the Contributor (by reason of the Contributor's investment into the Fund).
Sample 1
Independent Consultation. It is acknowledged that all Parties to this Agreement have had an opportunity to consult with their respective attorneys concerning the terms and conditions of this Agreement. As a consequence, this Agreement shall be deemed drafted by all Party signatories and none of the Parties executing upon the same shall contend or maintain otherwise.
Sample 1
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Related to Independent Consultation

  • Independent Consultant 13.1 In the performance of work or services hereunder, Consultant shall be deemed an independent contractor, and any of its agents, employees, officers, or volunteers performing work required hereunder shall be deemed solely as employees of contractor or, where permitted, of its subcontractors. 13.2 Consultant and its agents, employees, officers, or volunteers shall not, by performing work pursuant to this Agreement, be deemed to be employees, agents, or servants of County and shall not be entitled to any of the privileges or benefits of County employment.

  • JOINT CONSULTATION 25.01 The parties acknowledge the mutual benefits to be derived from joint consultation and will consult on matters of common interest. 25.02 The subjects that may be determined as appropriate for joint consultation will be by mutual agreement of the parties. 25.03 Wherever possible, the Council shall consult with representatives of the Professional Institute at the appropriate level about contemplated changes in conditions of employment or working conditions not governed by this Agreement.

  • Union Consultation The Union is entitled to consult the Employer or its representative, whenever it is alleged that Employees are required to work unreasonable amounts of overtime.

  • Consultation 10.1 The Employer agrees to consult the Employee timeously where the exercising of its powers will have amongst others- 10.1.1 A direct effect on the performance of any of the Employee’s functions; 10.1.2 Commit the Employee to implement or to give effect to a decision made by the Employer; and 10.1.3 A substantial financial effect on the Employer. 10.2 The Employer agrees to inform the Employee of the outcome of any decisions taken pursuant to the exercise of powers contemplated in clause 12.1 as soon as is practicable to enable the Employee to take any necessary action with delay.

  • Joint Consultation Committee 8.01 On the request of either party, the parties must meet at least once every four (4) months, for the purpose of discussing issues relating to the workplace that affect the parties or any employee bound by the Agreement. 8.02 The purpose of the consultation committee is to promote the cooperative resolution of workplace issues, to xxxxxx the development of work related skills and to promote workplace productivity, and to identify opportunities for improved patient care. 8.03 Up to two (2) employees who are members of the joint consultation committee shall be granted leave without loss of pay or receive straight-time regular wages while attending meetings of the committee, up to a maximum of two (2) hours’ pay. 8.04 Pay for such meetings will be limited to two (2) hours and employees attending such meetings will not receive overtime wages.

  • INDEPENDENT RELATIONSHIP This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • 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 Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

  • CONSULTATION WITH OTHER SUB-ADVISERS In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

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