Independent Organization. Program shall conduct all of its activities in accordance with all laws and regulations of its jurisdiction as an independent charitable enterprise having a separate legal identity, validly organized and existing under the laws of its jurisdiction, or in whatever alternate form is approved by SOI.
Independent Organization. For purposes of this Agreement and all research and services to be provided hereunder, each Party shall be, and shall be deemed to be, an independent Party and not an agent or employee of the other Party. Each Party shall have exclusive control over its employees in the performance of the SOW. While in field locations, a Party’s employees must adhere to the safety and technical requirements imposed by the Party controlling the work site. Neither Party has authority to make any statements, representations, or commitments of any kind, or take any action, which shall be binding on the other Party, except as may be explicitly provided for herein or authorized in writing. Neither Party has authority to use the name of the other in advertising or in other forms of publicity without the written permission of the other.
Independent Organization. Trading Partner hereby expressly acknowledges its understanding that this Agreement constitutes a contract between Trading Partner and Health Plan, that Health Plan is a corporation operating under license from the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans (the “Association”), permitting Health Plan to use the Blue Cross and Blue Shield service marks in a portion of New York State, and that Health Plan is not contracting as the agent of the Association. Trading Partner further acknowledges and agrees that it has not entered into this Agreement based upon representations by any person other than Health Plan and that no person, entity or organization other than Health Plan shall be held accountable or liable to Trading Partner for any of Health Plan’s obligations to Trading Partner created under this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of Health Plan other than those obligations created under other provisions of this Agreement.
Independent Organization. CWIC is an independent organization only and not an employee. IDC is not responsible and will not withhold any amounts for payment of taxes or any form of employee benefits. CWIC is solely responsible to pay any applicable taxes.
Independent Organization. The Buyer shall be operated by its own management and its books, records and financial statements shall be maintained on an unconsolidated basis, for purposes of this Agreement, consistent with past practices. The Buyer will not change any of the accounting principles utilized by the Seller, PROVIDED, that, such accounting principles of the Seller are in compliance with GAAP and the requirements of the Securities and Exchange Commission. The Buyer shall not acquire, commence or operate any business other than the Business before or during the Earnout Period.
Independent Organization. (a) The Parties agree that JVCO shall be operated by the Board as an independent legal and economic entity in accordance with this Agreement and applicable law. JVCO shall be solely and independently responsible for the Data Products and Data Services, including without limitation (a) the adoption of policies regarding pricing, marketing, sales and promotions, and operations and (b) the planning and strategic direction of the Data Products and Data Services. The Board, Parties and management of JVCO, in their respective capacities as directors, officers or employees of JVCO, shall at all times act in the best interests of JVCO. Except as set forth herein, neither Party shall be obligated to act in a manner that would be detrimental to their Independent Businesses.
(b) The Parties agree to provide sufficient personnel and outsourced services to JVCO in accordance with Sections 5.1 and 5.2 of this Agreement and the Business Plan in effect from time to time.
(c) Each Party hereby assures the other, and further agrees to be responsible for ensuring, that any management or other personnel nominated, appointed or otherwise supplied by it, in their respective capacities as directors, officers or employees of JVCO, shall abide by the terms of this Agreement and act impartially and in the best interests of JVCO. Nothing herein shall be interpreted as precluding or lessening the obligations and duties that directors, officers and employees may have to the Parties or that a Party shall have to its shareholders.
Independent Organization. The Buyer shall be the sole member of the Company and report the Company's revenues, expenses and results of operations on its books for tax and accounting purposes and for purposes of this Agreement. At the Buyer's option, the Buyer may cause the Company to be merged with the Buyer at any time after the Closing. The Buyer and the Company shall be operated by the Buyer's management and the Buyer's and the Company's books, records and financial statements shall be maintained on a consolidated basis but otherwise on an unconsolidated basis with any other Affiliate, for purposes of this Agreement, consistent with past practices. Neither the Buyer nor the Company will change any of the accounting principles utilized by the Company for purposes of computing EBIT, PROVIDED, that, such accounting principles of the Company are in compliance with GAAP. Neither the Buyer nor the Company shall acquire, commence or operate any business other than the Business before or during the Earnout Period. For purposes of this Agreement, the Buyer and the Company shall be operated as one entity after Closing.
Independent Organization. The Company shall be operated by its own management as an independent legal and economic Entity. None of the provisions of this Agreement shall be deemed to constitute a partnership or any kind of fiduciary relationship between the Shareholders. Neither of the Shareholders shall have the authority to bind the other in any way. Any agreement entered into by a Shareholder that violates any provision of this Agreement or is otherwise outside the scope of this Agreement shall not be binding on the Company or the other Shareholder; only the Shareholder entering into such an agreement shall be subject to any liability arising from it. The relationship of the Shareholders to the Company shall be that of shareholders. No Shareholder shall act as an agent for or on behalf of the Company, except as might be provided expressly in any other written agreement between the Company and that Shareholder. Each Shareholder shall conduct its affairs with regard to other Shareholders so as to avoid the appearance or creation of any other or greater relationship among the Shareholders and the Company. It is the intent of the Shareholders to limit their joint operations expressly as specified in this Agreement. This Agreement has no relation to any operations conducted by either Shareholder individually or as a joint shareholder or partner with others.
Independent Organization. The Parties agree that OSILUB shall be operated by its own management as an independent legal and economic entity in accordance with the laws of France, the Charter, the other Venture Agreements and the laws of any other jurisdiction applicable to OSILUB or the conduct of the OSILUB business.
Independent Organization
