Independent Person Sample Clauses

Independent Person. A natural person who at the date of his appointment as a manager, director or officer possesses the following qualifications: (a) has prior experience as an independent director for a company, the corporate instruments of which require the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable law; and (b) has at least three years of employment experience with and is employed by one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided always that such individual at the date of his appointment as such manager, director or officer, or at any time in the preceding five years, or during such person’s tenure shall not be: (i) an employee, director, shareholder, manager, partner or officer of CLI or an Affiliate thereof (other than such person’s service as an independent director or manager of CLI or an Affiliate thereof); (ii) a customer or supplier of CLI or an Affiliate thereof; (iii) a beneficial owner at the time of such individual’s appointment as an independent manager, or at any time thereafter while serving as an independent manager, of more than 2% of the voting securities of CLI or an Affiliate thereof; (iv) affiliated with a significant customer, supplier or creditor of CLI or an Affiliate thereof; (v) a party to any significant personal service contracts with CLI or an Affiliate thereof; or (vi) a member of the immediate family of a person described in (i) or (ii) above and provided further that an Independent Person may serve in a similar capacity for other special purpose entities formed by CLI or its Affiliates; provided however, a person elected by Global Securitization Services, LLC or any other similar professional service provider shall be an “Independent Person” regardless of whether such person is, or is affiliated with or related to, a customer or supplier of CLI. No resignation or removal of an Independent Person shall be effective until a successor Independent Person has been elected to replace such Independent Person.
Sample 1Sample 2Sample 3See All (6)
Independent Person. Borrower or Borrower Representative shall at any time cease to have at least one (1) Independent Person or, if requested by Lender in writing in connection with a contemplated Securitization, two (2) Independent Persons for more than ten (10) consecutive Business Days; or
Sample 1Sample 2Sample 3
Independent Person. Borrower shall at any time cease to have at least one (1) Independent Person for more than ten (10) consecutive Business Days.
Sample 1Sample 2
Independent Person. Independent Person means any person who is not related to or subordinate to a claimant or respondent and has no personal or financial stake in the resolution of the controversy other than fair and reasonable compensation for services provided to resolve the controversy.
Sample 1
Independent Person. DEALER is an independent business person and the conduct of its business is within the sole discretion of DEALER. This Agreement does not create the relationship of principal and agent, master and servant, or employer and employee between DISTRIBUTOR and DEALER. Nothing herein contained shall be construed or interpreted to grant any authority to DEALER to commit or bind DISTRIBUTOR in any manner to any person. DEALER shall be solely responsible for all the acts and omissions of DEALER* its agents and employees. This Agreement is not intended to govern, control or manage the day-to-day business activities of DEALER. DEALER agrees to defend, indemnify and save DISTRIBUTOR and its suppliers harmless from any claim, demand, damage, liability, cost or expense, including attorneys' fees and expenses, arising out of any acts or omissions of DEALER, its agents or employees.
Sample 1
Independent Person a person who is self-employed and/or is em- ployed by another party and who provides services to the Em- ployer on a contractual basis and who is not economically dependent solely upon the Employer. Such persons are not subject to the provisions of the agreement. The Employer shall not utilize independent persons for the purpose of reducing the number of existing full-time employees or for the purpose of avoiding the re- call of an employee on lay-off, nor to prevent the posting of an existing job. The employer must provide the Union the names of all independent persons contracted and the duration of their agreement.
Sample 1
Independent Person. The Independent Person is to be: (a) in the case of disputes referred under clause 27.1(a) an independent surveyor, who: (i) is to be a professionally qualified surveyor having not less than ten (10) years’ experience in the subject matter of the dispute and in relation to a similar property to the Premises and has experience in relation to similar letting scheme to that which is being applied at the Premises; and (ii) is to be appointed by agreement between the parties or, in the absence of agreement within two (2) weeks of a request from either party to agree an appointment, appointed pursuant to clause 27.3(a), and (b) in the case of disputes referred under clause 28, a solicitor or counsel: (i) with the experience required by clause 28.6(b); and (ii) is to be appointed by agreement between the parties or, in the absence of agreement within two (2) weeks of a request from either party to agree an appointment, appointed pursuant to clause 27.3(b).
Sample 1

Related to Independent Person

  • Independent Entity 19.14.1 The TSP shall be an independent entity performing its obligations pursuant to the Agreement. 19.14.2 Subject to the provisions of the Agreement, the TSP shall be solely responsible for the manner in which its obligations under this Agreement are to be performed. All employees and representatives of the TSP or Contractors engaged by the TSP in connection with the performance of the Agreement shall be under the complete control of the TSP and shall not be deemed to be employees, representatives, Contractors of the Nodal Agency and nothing contained in the Agreement or in any agreement or contract awarded by the TSP shall be construed to create any contractual relationship between any such employees, representatives or Contractors and the Nodal Agency.

  • 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.

  • Independent Testing Owner shall furnish independent tests, inspections and reports required by law, the Contract Documents or deemed appropriate by the Owner, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials to be conducted by consultants retained by the Owner.

  • 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.

  • 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 None of the provisions of this Agreement is intended to create, nor shall any be construed to create, any relationship between the Parties other than that of independent entities contracting with each other solely to effectuate the provisions of the Agreement.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term "professional services" includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.

  • 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 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 Monitors 8.1 The BUYER has appointed Independent Monitors (hereinafter referred to as Monitors) for this Pact in consultation with the Central Vigilance to as Monitors) for this Pact in consultation with the Central Vigilance Commission (Names and Addresses of the Monitors to be given). 8.2 The task of the Monitors shall be to review independently and objectively, whether and to what extent the parties comply with the obligations under this Pact. 8.3 The Monitors shall not be subject to instructions by the representatives of the parties and perform their functions neutrally and independently. 8.4 Both the parties accept that the Monitors have the right to access all the documents relating to the project/procurement, including minutes of meetings. 8.5 As soon as the Monitor notices, or has reason to believe, a violation of this Pact, he will so inform the Authority designated by the BUYER. 8.6 The BIDDER(s) accepts that the Monitor has the right to access without restriction to all Project documentation of the BUYER including that provided by the BIDDER. The BIDDER will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documentation. The same is applicable to Subcontractors. The Monitor shall be under contractual obligation to treat the information and documents of the BIDDER/Subcontractor(s) with confidentiality. 8.7 The BUYER will provide to the Monitor sufficient information about all meetings among the parties related to the Project provided such meetings could have an impact on the contractual relations between the parties. The parties will offer to the Monitor the option to participate in such meetings. 8.8 The Monitor will submit a written report to the designated Authority of BUYER/Secretary in the Department/ within 8 to 10 weeks from the date of reference or intimation to him by the BUYER / BIDDER and, should the occasion arise, submit proposals for correcting problematic situations.