No Related Parties or Common Control Sample Clauses

No Related Parties or Common Control. As stated in Section 1.6 hereof, the relationship between the parties is that of independent contractor. Xxxxxxxx does not have any role or relationship with the Academy that in any way limits the Board’s ability to exercise its rights, including cancellation rights, under this Agreement. The Board may not include any director, officer or employee of Xxxxxxxx. It is agreed between the Academy and Xxxxxxxx that none of the voting power of the governing body of the Academy will be vested in Xxxxxxxx or its directors, members, managers, officers, shareholders, and employees, and none of the voting power of the governing body of Xxxxxxxx will be vested in the Academy or its directors, members, managers, officers, shareholders, and employees. Further, the Academy and Xxxxxxxx will not be members of the same controlled group, as defined in Section 1.150-1(f) of the regulations under the Internal Revenue Code of 1986, as amended, or related persons, as defined in Section 144(a)(3) of the Internal Revenue Code of 1986, as amended.
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No Related Parties or Common Control. K12 will not have any role or relationship with the Academy that, in effect, substantially limits the Academy’s ability to exercise its rights, including cancellation rights, under this Agreement. None of the voting power of the Governing Authority will be vested in K12 or its directors, trustees, members, managers, officers, shareholders, or employees, and none of the voting power of the Board of Directors or Shareholders of K12 will be vested in the Academy or its directors, trustees, members, managers, officers, shareholders (if any), or employees. Furthermore, the Academy and K12 will not be members of the same control group, as defined in Section 1.150(f) of the regulations under the Internal Revenue Code of 1986 as amended (or its successor), or related persons, as defined in Section 144(a)(3) of the Internal Revenue Code of 1986 as amended (or its successor). Nothing in this section shall prevent parents of students enrolled in OHVA from being eligible for consideration for appointment to the Governing Authority in accordance with existing regulations. In addition, the Academy agrees to take such action as is necessary to permit employees or agents of K12 to have a nonvoting presence at Governing Authority meetings, consistent with Applicable Law, for the term of this Agreement.
Sample 1
No Related Parties or Common Control. The parties hereby agree that none of the voting power of the governing body of the Academy or the Board will be vested in PS or its directors, members, managers, officers, shareholders, or employees. Further, the Academy and PS are not, and shall not become: (a) members of the same controlled group, as that term is defined in the Internal Revenue Code of 1986, as amended (the “IRS Code”); or (b) related persons, as that term is defined in the IRS Code.
Sample 1
No Related Parties or Common Control. Accel will not have any role or relationship with the School that, in effect, substantially limits the School’s ability to exercise its rights, including cancellation rights, under this Agreement. Any director, officer or employee of Accel shall be prohibited from serving on the Board. None of the voting power of the Board will be vested in Accel or its directors, members, managers, officers, shareholders and employees, and none of the voting power of the Board or shareholders of Accel will be vested in the School or its directors, members, managers, officers, shareholders (if any) and employees. Furthermore, the School and Accel will not be members of the same control group, as defined in Section 1.150-(f) of the regulations under the Internal Revenue Code of 1986, as amended (or its successor) (the “Internal Revenue Code”), or related persons, as defined in Section 144(a)(3) of the Internal Revenue Code.
Sample 1
No Related Parties or Common Control. The parties hereby agree that none of the voting power of the governing body of the Academy or the Board shall be vested in GPS or its directors, members, managers, officers, shareholders, or employees. Further, the Academy and GPS are not, and shall not become: (a) members of the same controlled group, as that term is defined in the Internal Revenue Code of 1986, as amended (the “IRS Code”); or (b) related persons, as that term is defined in the IRS Code. In interpreting this Agreement and in the provision of the services required hereunder, GPS shall not have any role or relationship with the Academy that, in effect, substantially limits the Academy’s ability to exercise its rights, including cancellation rights, under this Agreement. As required by the Academy’s Articles of Incorporation and Bylaws, the Board may not include any director, officer, or employee of a management company that contracts with the Academy. In furtherance of such restriction, it is agreed between the Academy and GPS that none of the voting power of the governing body of the Academy will be vested in GPS or its directors, members, managers, officers, shareholders, and employees, and the Academy and GPS will not be related parties as defined in Treas. Reg. 1.150-1(b).
Sample 1

Related to No Related Parties or Common Control

  • No Relationship Landlord shall in no event be construed for any purpose to be a partner, joint venturer or associate of Tenant or of any subtenant, operator, concessionaire or licensee of Tenant with respect to the Property or any of the Other Leased Properties or otherwise in the conduct of their respective businesses.

  • No Debt to Related Parties The Company is not, and on Closing will not be, materially indebted to any of the Vendors nor to any family member of any of the Vendors, nor to any affiliate, director or officer of the Company or the Vendors except as set forth in Schedule "F" hereto;

  • Obligations to Related Parties Except as set forth on Schedule 4.7, there are no obligations of the Company or any of its Subsidiaries to officers, directors, stockholders or employees of the Company or any of its Subsidiaries other than:

  • RELATIONSHIPS WITH RELATED PERSONS No Seller or any Related Person of Sellers or of any Acquired Company has, or since [the first day of the next to last completed fiscal year of the Acquired Companies] has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Acquired Companies' businesses. No Seller or any Related Person of Sellers or of any Acquired Company is, or since [the first day of the next to last completed fiscal year of the Acquired Companies] has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company [other than business dealings or transactions conducted in the Ordinary Course of Business with the Acquired Companies at substantially prevailing market prices and on substantially prevailing market terms], or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of such Acquired Company (a "Competing Business") in any market presently served by such Acquired Company [except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the- counter market]. Except as set forth in Part 3.25 of the Disclosure Letter, no Seller or any Related Person of Sellers or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

  • No Reliance The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares.

  • No Reliance, etc Company confirms that it has relied on the advice of its own counsel and other advisors (to the extent it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable for any such consequences.

  • No Agency Relationship Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

  • No Other Relationship The Underwriters have been retained solely to act as an underwriter in connection with the sale of Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the Prospectus, irrespective of whether any Underwriter has advised or is advising the Company on other matters;

  • No Direct or Indirect Payments Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or any other “item of value” as defined in Rule 5110(c)(3) of FINRA’s Conduct Rules): (i) to any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”); or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with any Member, within the twelve months prior to the initial effective date of the Registration Statement, other than payments to the Underwriters pursuant to this Agreement.

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