Relationship of Partners Sample Clauses

Relationship of Partners. Each Partner agrees that, to the fullest extent permitted by the Act and except to the extent expressly stated in this Agreement: (a) No Partner shall have any fiduciary or other implied duty, responsibility or obligation to the Partnership or any other Partner except as otherwise expressly set forth herein. (b) Notwithstanding any provision of this Agreement to the contrary (other than Section 4.2(b)), whenever in this Agreement (x) the consent or approval or any other action of or by any Partner, or any Board Member, is required for the taking of any action by or on behalf of the Partnership or by any other Partner and (y) the terms of this Agreement do not explicitly require that such consent not unreasonably be withheld, such Partner (except the General Partner), or any such Board Member, (1) shall, in determining whether to grant such consent or approval or take such action, be entitled to consider any interests and factors it desires, including its own views, self-interest, objectives and concerns, (2) shall, to the fullest extent permitted by Law, have no duty or obligation to give any consideration to any interest of or factor affecting the Partnership, any Partner or any other Person and (3) may grant or withhold such consent or approval or take or fail to take such action, in each case, in its sole discretion. It is further acknowledged that the Partners may require certain internal approvals in connection with some or all of such matters. Additionally, except as specifically provided in this Agreement and to the extent allowed by the Act, notwithstanding anything to the contrary contained in the Act, no Partner (except the General Partner) or any Board Member shall have any other obligation or duty to the Partners or any duty either to grant or to withhold any such consent or approval or take or fail to take any such action, and no Partner shall have any claims (whether relating to the fact of such approval or consent being granted or withheld, or such action being or not being taken, or relating to the consequences thereof) by reason of any Partner or any Board Member having failed to consent to or approve any matter that it has the right to consent to or approve, or having taken or failed to take any action that it has the right to take (except for claims against the General Partner for breach of its obligations and duties under this Agreement).
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Relationship of Partners. Each Partner agrees that, to the fullest extent permitted by the Delaware Act and except to the extent expressly stated in this Agreement or in any other agreement to which a Partner is a party: (a) Except as expressly provided for in this Agreement or in the Business Plan, no Partner shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, any other Partner or the Partnership, or to act as the agent, representative or attorney-in-fact for any other Partner. (b) Except as expressly provided herein, any consent, approval, determination or other action by a Partner shall be given or taken in the sole and absolute discretion of that Partner in its own best interests and without regard to the best interests of another Partner, the Partnership or the financial, tax or other effect on another Partner or the Partnership. Each Partner acknowledges and agrees that (i) to the extent a Partner is acting or proposing to act on behalf of the Partnership, such Partner shall be acting in the capacity as a fiduciary of the Partnership and the other Partners and (ii) to the extent a Partner is determining whether to initiate or approve a Major Decision, such Partner is entitled to act in a manner deemed by such Partner to be in its own best interest.
Sample 1
Relationship of Partners. Nothing contained in this Agreement shall constitute the Partners as partners with each other outside of the Partnership business or render them liable for any debts or obligations of any other Partner (including a Partner’s obligations with respect to its respective percentage of any indebtedness of the Partnership), nor shall any Partner be constituted the agent of any other Partner except to the extent herein specifically permitted.
Sample 1

Related to Relationship of Partners

  • Relationship of Parties Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

  • Relationship of the Parties Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them.

  • Relationship of Advisor and Company The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

  • Relationship of Parties; No Third Party Beneficiary (a) The relationship between Lender and Borrower will be solely that of creditor and debtor, respectively, and nothing contained in this Loan Agreement will create any other relationship between Lender and Borrower. Nothing contained in this Loan Agreement will constitute Lender as a joint venturer, partner or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations or contracts of Borrower. (b) No creditor of any party to this Loan Agreement and no other Person will be a third party beneficiary of this Loan Agreement or any other Loan Document. Without limiting the generality of the preceding sentence: (i) any arrangement (“Servicing Arrangement”) between Lender and any Loan Servicer for loss sharing or interim advancement of funds will constitute a contractual obligation of such Loan Servicer that is independent of the obligation of Borrower for the payment of the Indebtedness, (ii) Borrower will not be a third party beneficiary of any Servicing Arrangement, and (iii) no payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Products It is understood and agreed that all products provided under this Agreement shall become the property of the County upon acceptance by the County.

  • Relationship to Plan This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

  • RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR 27.1 Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of its employees assisting in the performance of such obligations. Each Party and each Party's contractor(s) shall be solely responsible for all matters relating to payment of such employees, including the withholding or payment of all applicable federal, state and local income taxes, social security taxes and other payroll taxes with respect to its employees, as well as any taxes, contributions or other obligations imposed by applicable state unemployment or workers' compensation acts and all other regulations governing such matters. Each Party has sole authority and responsibility to hire, fire and otherwise control its employees. 27.2 Nothing contained herein shall constitute the Parties as joint venturers, partners, employees or agents of one another, and neither Party shall have the right or power to bind or obligate the other. Nothing herein will be construed as making either Party responsible or liable for the obligations and undertakings of the other Party. Except for provisions herein expressly authorizing a Party to act for another, nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party, whether regulatory or contractual, or to assume any responsibility for the management of the other Party's business.

  • Ownership of Marks Each party acknowledges and agrees that (a) the other party's Marks are and shall remain the sole property of the other party, (b) nothing in the Agreement shall confer in a party any right of ownership or license rights in the other party's Marks, and (c) neither party shall register the other party's Marks in any jurisdiction. In addition, Licensee acknowledges and agrees that (i) the Marks of Third-Party Licensors are and shall remain the sole property of such Third- Party Licensors, (ii) nothing in the Agreement shall confer in Licensee any right of ownership or license rights in the Marks of Third-Party Licensors, and (iii) Licensee shall not register the Marks of Third-Party Licensors. Without limiting the generality of the foregoing, Licensee agrees not to use or adopt any trade name, trademark, logo or service mark which is so similar to Fannie Mae's Marks or the Marks of Third-Party Licensors as to be likely to cause deception or confusion, or which is graphically or phonetically similar to any of Fannie Mae's Marks or the Marks of Third-Party Licensors.

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

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