Independent Operation. Notwithstanding any other provision of this Agreement, Star and the Affiliated Companies agree: (a) that each company owns, has custody of and keeps its own general corporate accounts; (b) that each company owns all the records of its business; (c) that each company has the ultimate veto right on its underwriting; (d) that each company has the ultimate right to cancel its risks; (e) that each company has the ultimate responsibility for and control of claims adjustment and claims payment and investment management; (f) that premium collected by Star as provided for in the Agreement shall be held and paid by Star in a fiduciary capacity under this Agreement; (g) that each company retains the right to cancel this Agreement at any time as stated in Article XIV; and (h) this Agreement may not be assigned by any party without the written consent of all other parties and applicable regulatory agencies.
Independent Operation. Audible has provided in Schedules 2.1 and 2.2 a description of the material systems, software, infrastructure and other technology components (based on the initial design for the Business as of the Effective Date), that are necessary for Company to have in place if the Business is Transitioned from an Audible Services environment, so that Company may operate the Business in substantially the same manner as was designed to be operated while Audible was providing the Services (the “Necessary Technologies”). The parties will mutually agree upon a process for updating Schedules 2.1 and 2.2 so that the description of Necessary Technologies remains reasonably current as the design and functionality of Business evolves until and after Launch. As part of the Transition process, software owned by Audible and then-used in the Business will be licensed to the Company at no additional cost for use in the Business following a Transition. The use and licensing of such elements shall be addressed as part of the Transition process, including the specific terms governing use of such elements that are owned or provided by Audible. Audible will work with Company as part of any Transition to make available Audible’s existing standard documentation that is necessary for Company to operate the software and systems being transitioned to Company for operation independent of Audible. ***Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
Independent Operation. Beijing Gridsum Technology Co., Ltd. is the sole shareholder and decision maker of GuoxinJunhe. Except for Beijing Gridsum Technology Co., Ltd., the operation and management of GuoxinJunhe is not bound or controlled by any governmental institution, enterprise or individual. GuoxinJunhe is established for the commercial operation related to this cooperation and has the right to conclude with the external service targets and perform the business contracts in the name of the Research Center for e-Government of the State Information Center (or its exclusive project implementation company) with the consent of the director of the Research Center for e-Government.
Independent Operation. It has been the practice of Parent since its formation to maintain the separate charters of commercial banks that become affiliated with, and Subsidiaries of, Parent. It has also been the practice of Parent to continue the directorships of directors and the employment of officers and employees of commercial banks that become affiliated with, and Subsidiaries of, Parent following consummation of transactions resulting in such affiliations with Parent.
Independent Operation. The Company has independent management rights over its operation and shall be free to execute according to the agreed Business Plan and objectives. In the event that the Company is or will be exposed to any undue interference, the Parties shall endeavour to work together to prevent or eliminate such interference.
Independent Operation. The JV Group shall be operated in accordance with Clause 5 (Management Structure) as an independent operation to the operations of the JV Shareholders, and the JV Group shall (and the JV Shareholders shall procure that the JV Group shall) make its own decisions on the services and the products the JV Group procures and supplies to its customers, provided the same are in accordance with the principles of Clause 2.1.3, and the provisions of this Agreement.
Independent Operation. All parties confirm that from the closing date, (1) Txxxxx Group shall no longer own and/or operate any adult-focused training business, and the divested entity shall own and independently operate all adult-focused training businesses; (2) The divested entity shall no longer own and/or operate any children-focused training business, and the Txxxxx Group shall own and independently operate all children-focused training businesses.
Independent Operation. At the Closing, Track Group Chile has reflected in Track Group Chile's Financial Statements all the assets necessary to carry out its operations in the manner in which it has developed them to date, with the exception of those assets related to the services included in the Track Group Chile Transition Services Agreement or in the Related Agreements. Except for Track Group Chile's Transition Services Agreement and Related Agreements, at Closing, Track Group Chile operates on the same terms as it has to date, without the need for additional support services provided by Seller or its Affiliates.
Independent Operation. Audible has provided in Schedules 2.1 and 2.2 a description of the material systems, software, infrastructure and other technology components (based on the initial design for the Business as of the Effective Date), that are necessary for France Loisirs to have in place if the Business is Transitioned from an Audible Services environment, so that France Loisirs may operate the Business in substantially the same manner as was designed to be operated while Audible was providing the Services (the “Necessary Technologies”). The parties will mutually agree upon a process for updating Schedules 2.1 and 2.2 so that the description of Necessary Technologies remains reasonably current as the design and functionality of Business evolves until and after Launch. Schedules 2.1 and 2.2 also shall identify which elements of Necessary Technologies Audible will license to France Loisirs at no additional cost (with the exception of Incremental Expenses) for use in the Business following a Transition (subject to Audible’s rights to do so and subject to payment of any Incremental Expenses incurred) and which elements France Loisirs must acquire independently. The use and licensing of such elements shall be addressed as part of the Transition process, including the specific terms governing use of such elements that are owned or provided by Audible. Audible will work with France Loisirs as part of any Transition to make available Audible’s existing standard documentation that is necessary for France Loisirs to operate the software and systems being transitioned to France Loisirs for operation independent of Audible.
Independent Operation. Each Warranty is separate and independent and, unless expressly provided, is not limited by reference to any other warranty or provision of this Agreement.
