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.
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.
Partners Not Agents. 55 12.11 Assurances.................................................55 12.12
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.