Independent Responsibility/No Alter Ego Sample Clauses

Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Contract are separate and distinct, and that no party’s affiliate (of any type or nature) or other third party is responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s affiliate (of any type or nature) or other third party is an alter-ego of any other party (or any affiliate thereof) or in any manner is or shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party or any affiliate thereof (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Contract, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Contract. The provisions of this Section 8.23 shall survive the closing or consummation of the transactions contemplated by this Contract or any termination or purported termination of this Contract.
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Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Agreement are separate and distinct, and that no Party’s affiliate, officer, manager, director, employee, agent or representative (of any type or nature) or other third party is responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s affiliate, officer, manager, director, employee, agent or representative (of any type or nature) or other third party is an alter-ego of any other party (or any affiliate thereof) or in any manner is or shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party or any affiliate thereof (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Agreement, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Agreement. The provisions of this Section shall survive the closing or consummation of the transactions contemplated by this Agreement or any termination or purported termination of this Agreement.
Sample 1
Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Agreement are separate and distinct, and that no party’s shareholders, partners, members or owners or any of their respective shareholders, partners, members, owners, affiliates, managers, officers, directors, employees, agents or representatives (of any type or nature) shall be responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s shareholders, partners, members or owners or any of their respective shareholders, partners, members, owners, affiliates, managers, officers, directors, employees, agents or representatives (of any type or nature) is an alter-ego of any other party or in any manner shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Agreement, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Agreement. The provisions of this Section shall survive the termination of this Agreement and the Closing.
Sample 1
Independent Responsibility/No Alter Ego. SELLER AND PURCHASER EACH HEREBY AGREES THAT THE OBLIGATIONS OF SELLER AND PURCHASER UNDER THIS AGREEMENT AND THE CLOSING DOCUMENTS ARE SEPARATE AND DISTINCT, AND THAT (EXCEPT FOR THE ORIGINALLY NAMED PURCHASER PURSUANT TO SECTION 9.1 AND EXCEPT AS PROVIDED BELOW WITH RESPECT TO CLAIMS OF SELLER UNDER SECTION 12.14) NO AFFILIATE (OF ANY TYPE OR NATURE) OF SELLER OR PURCHASER OR OTHER PERSON (INCLUDING ANY OFFICER, EMPLOYEE, ATTORNEY, REAL ESTATE BROKER [INCLUDING THE PERSON IDENTIFIED AS "BROKER" IN ARTICLE 1], CONSULTANT OR DIRECT OR INDIRECT BENEFICIAL OWNER OF SELLER OR PURCHASER) IS RESPONSIBLE IN ANY MANNER WHATSOEVER FOR THE DEBTS, LIABILITIES OR OBLIGATIONS OF EITHER SELLER OR PURCHASER HEREUNDER OR UNDER ANY CERTIFICATE, WARRANTY, REPRESENTATION OR OTHER INSTRUMENT DELIVERED IN CONNECTION HEREWITH, AND NO SUCH PERSON ACTING ON BEHALF OF SELLER OR PURCHASER OWES ANY DUTY WHATSOEVER TO OTHER THE PARTY HERETO. AS SUCH, SELLER AND PURCHASER EACH AGREES THAT NO AFFILIATE (OF ANY TYPE OR NATURE) OF SELLER OR PURCHASER OR OTHER PERSON (INCLUDING ANY OFFICER, EMPLOYEE, ATTORNEY, CONSULTANT OR DIRECT OR INDIRECT BENEFICIAL OWNER OF SELLER OR PURCHASER) IS AN ALTER-EGO OF EITHER SELLER OR PURCHASER (OR ANY AFFILIATE) OR IN ANY MANNER IS OR SHALL BE VICARIOUSLY, DERIVATIVELY OR OTHERWISE LIABLE FOR THE DEBTS, LIABILITIES OR OBLIGATIONS OF EITHER SELLER OR PURCHASER OR ANY AFFILIATE OF EITHER OF THEM. SELLER AND PURCHASER EACH FURTHER AGREES THAT, AS A MATERIAL PART OF AND MATERIAL INDUCEMENT FOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND EXCEPT AS PROVIDED BELOW, SUCH PARTY WILL NOT ASSERT AGAINST ANY PERSON OTHER THAN PURCHASER OR SELLER, AS APPLICABLE, SUCH CLAIMS DESCRIBED ABOVE IN THIS SECTION 12.13. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ABOVE, (I) SELLER MAY PURSUE CLAIMS AGAINST THE ORIGINAL NAMED PURCHASER AS PROVIDED IN SECTION 9.1 AND ANY DERIVATIVE OR AFFILIATED PARTY OR PARTIES OF PURCHASER WHO HAVE RECEIVED INFORMATION IN VIOLATION OF SECTION 12.14 OR WHICH ARE USING SUCH INFORMATION IN A MANNER THAT VIOLATES, OR THREATENS TO VIOLATE, SECTION 12.14 AS NECESSARY TO PROTECT SELLER'S RIGHTS THEREUNDER, AND (II) NOTHING IN THIS SECTION 12.13 SHALL BE DEEMED OR CONSTRUED TO BE A WAIVER BY PURCHASER OF ANY REMEDIES AVAILABLE AT LAW OR IN EQUITY IN CONNECTION WITH ANY DISTRIBUTION BY SELLER OF PROCEEDS OF THE CLOSING IN VIOLATION OF THE DELAWARE REVISED UNIFORM LIMITED PARTNERSHIP ACT.
Sample 1
Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Agreement are separate and distinct, and that no party’s shareholders, partners, members or owners or any of their respective shareholders, partners, members, owners, affiliates, managers, officers, directors, employees, agents or representatives (of any type or nature) shall be responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that except for their obligations under agreements executed by them, no party’s shareholders, partners, members or owners or any of their respective shareholders, partners, members, owners, affiliates, managers, officers, directors, employees, agents or representatives (of any type or nature) is an alter-ego of any other party or in any manner shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party (collectively, “Derivative Claims”). The parties further agree that, except for their obligations under agreements executed by them, as a material part of and material inducement for the transactions contemplated by this Agreement, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Agreement. The provisions of this Section shall survive the termination of this Agreement and the Closing.
Sample 1
Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Agreement are separate and distinct, and that no party’s affiliate, officer, manager, director, employee, agent or representative (of any type or nature) or other third party is responsible in any manner whatsoever for the debts, liabilities or obligations of such party hereto. As such, the parties agree that no party’s affiliate, officer, manager, director, employee, agent or representative (of any type or nature) or other third party is an alter-ego of such Purchase and Sale Agreement – 5000 Xxxxxxxxxxxx Xxxxx party (or any affiliate thereof) or in any manner is or shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of such party or any affiliate thereof (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Agreement, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Agreement. The provisions of this Section shall survive the closing or consummation of the transactions contemplated by this Agreement or any termination or purported termination of this Agreement.
Sample 1
Independent Responsibility/No Alter Ego. The Company, for and on behalf of itself and each of its heirs, executors, administrators, conservators, successors and assigns, agrees that the obligations of the Lender under this Note or applicable law are the sole, separate and distinct obligations of the Lender, that none of the Lender’s managers, members, officers, employees, directors, parents, sisters, subsidiaries, shareholders, affiliates, partners, agents, attorneys, insurers, accountants, heirs, executors, administrators, conservators, successors or assigns is responsible in any manner whatsoever for the debts, liabilities or obligations of the Lender, and that none of the Lender’s managers, members, officers, employees, directors, parents, sisters, subsidiaries, shareholders, affiliates, partners, agents, attorneys, insurers, accountants, heirs, executors, administrators, conservators, successors or assigns is an alter-ego of the Lender or is in any manner vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of the Lender.
Sample 1
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Related to Independent Responsibility/No Alter Ego

  • Management Responsibility No Limited Partner, as such, shall take part in the management of the business or transact any business for the Partnership.

  • Client Responsibility For clarity, the parties agree that in reviewing the documents referred to in clause (b) above, Patheon’s role will be limited to verifying the accuracy of the description of the work undertaken or to be undertaken by Patheon. Subject to the foregoing, Patheon will not assume any responsibility for the accuracy of any application for receipt of an approval by a Regulatory Authority. The Client is solely responsible for the preparation and filing of the application for approval by the Regulatory Authority and any relevant costs will be borne by the Client.

  • Joint Responsibility If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

  • Payment Responsibility The payment obligations of each Participating Manufacturer pursuant to this Agreement shall be the several responsibility only of that Participating Manufacturer. The payment obligations of a Participating Manufacturer shall not be the obligation or responsibility of any Affiliate of such Participating Manufacturer. The payment obligations of a Participating Manufacturer shall not be the obligation or responsibility of any other Participating Manufacturer. Provided, however, that no provision of this Agreement shall waive or excuse liability under any state or federal fraudulent conveyance or fraudulent transfer law. Any Participating Manufacturer whose Market Share (or Relative Market Share) in any given year equals zero shall have no payment obligations under this Agreement in the succeeding year.

  • Employer Responsibility The Employer accepts its responsibility to insure equal opportunity in all aspects of employment for all qualified persons regardless of race, creed, religion, color, national origin, age, disability, reliance on public assistance, sex, marital status, sexual orientation/affectional preference, or any other class or group distinction, as set forth by state or federal anti-discrimination laws, or in Board policy.

  • Tenant Responsibility Good housekeeping is expected of everyone. Tenant agrees to keep quarters clean and in a sanitary condition. The Tenants agree not to permit any deterioration or destruction to occur while they are occupying the property.

  • Client Responsibilities You are responsible for (a) assessing each participants’ suitability for the Training, (b) enrollment in the appropriate course(s) and (c) your participants’ attendance at scheduled courses.

  • Extent of Responsibility The Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require.

  • Cost Responsibility Interconnection Customer shall be responsible for and shall pay upon demand all Costs associated with the interconnection of the Customer Facility as specified in the Tariff. These Costs may include, but are not limited to, an Attachment Facilities charge, a Local Upgrades charge, a Network Upgrades charge and other charges. A description of the facilities required and an estimate of the Costs of these facilities are included in Sections 3.0 and 4.0 of the Specifications to this ISA.

  • Joint Responsibilities The relationship between SAE ITC, the Activities and its Members shall be, and at all times, advisory only, and no party shall have the authority to enter into any contract or commitment in the name of, or on behalf of, any other party. Nothing in this Agreement shall be construed to confer upon either party the status of employee, agent, partner, joint venturer or legal representative of the other, it being intended by all parties to remain independent legal entities solely responsible for its own actions.

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