Partners Not Agents Clause Samples

The "Partners Not Agents" clause establishes that the parties to an agreement are independent entities and not agents, representatives, or employees of one another. In practice, this means that neither party has the authority to bind the other to contracts, make commitments, or act on the other's behalf in legal or financial matters. This clause is essential for clarifying the relationship between the parties, preventing misunderstandings about authority, and limiting liability for actions taken by the other party.
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Partners Not Agents. Nothing contained herein shall be construed to constitute any Partner the agent of another Partner, except as specifically provided herein, or in any manner to limit the Partners in the carrying on of their own respective businesses or activities. Notwithstanding anything to the contrary contained herein, no recourse shall be had by the Partnership or any Partner against any director, shareholder, officer, employee, agent or attorney of the General Partner acting in such capacity for any act or omission of the General Partner or any obligation or liability of the General Partner under this Agreement, and none of the foregoing shall have any personal liability for or with respect to any of the foregoing.
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Partners Not Agents. Nothing contained herein shall be construed to constitute any Partner the agent of another Partner, except as specifically provided herein, or in any manner to limit the Partners in the carrying on of their own respective businesses or activities.
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Partners Not Agents. 55 12.11 Assurances.................................................55 12.12
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Partners Not Agents. Except as otherwise permitted by the JVCO Support Agreements, neither Partner shall (i) act as an agent of JVCO or the other Partner; (ii) take any action or do any thing that would create an obligation of JVCO; or (iii) cause any third party to believe that such Partner is an agent of, or is otherwise authorized to act for or on behalf of, JVCO or the other Partner or to bind JVCO or the other Partner; provided that either Partner may identify itself as a general partner of JVCO. Without limiting the generality of the other provisions of this Section and subject to the actions permitted by the JVCO Support Agreements, neither Partner shall take any action whatsoever, or assume any obligation or responsibility, on behalf of the other Partner or JVCO, including without limitation any of the following: (a) perform any act in violation of any applicable law or regulation; (b) assign, transfer, pledge, compromise or release any of the claims of or debts due JVCO without causing JVCO to receive the full amount thereof; (c) make, execute, or deliver any assignment for the benefit of creditors, or any bond, confession of judgment, guarantee, indemnity bond, note, draft or ▇▇▇▇ of exchange; (d) cause JVCO to become a surety, guarantor or accommodation party to any obligation; (e) assume any liability or obligation whatsoever; (f) sell or otherwise dispose of any of the assets of JVCO, or encumber, pledge, hypothecate or subject to a security interest any assets of JVCO; or (g) agree to do any of the foregoing. Except as otherwise required by law, no action by a Partner in violation of this Section 7.1 shall be binding upon JVCO or the other Partner.
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Related to Partners Not Agents

  • CONTRACTOR NOT AGENT Except as COUNTY may specify in writing CONTRACTOR shall have no authority, express or implied, to act on behalf of COUNTY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied pursuant to this Agreement to bind COUNTY to any obligation whatsoever.

  • Employees and Agents The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower.

  • Experts, Advisers and Agents The Trustee may: (a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuer, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and (b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation.

  • Resident Agent The Trust shall maintain a resident agent in the State of Delaware, which agent shall initially be The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Trustees may designate a successor resident agent, provided, however, that such appointment shall not become effective until written notice thereof is delivered to the office of the Secretary of the State.

  • Subcontractors and Agents Business Associate hereby agrees that any time PHI is provided or made available to any subcontractors or agents, Business Associate shall provide only the minimum necessary PHI for the purpose of the covered transaction and shall first enter into a subcontract or contract with the subcontractor or agent that contains the same terms, conditions and restrictions on the use and disclosure of PHI as contained in this Agreement.