Seller’s Status. It is understood and agreed that Seller and/or its employees engaged in the performance of this order by Seller, are not employees of Buyer and are not entitled to Buyer employee benefits or privileges or any payment from Buyer (other than as expressly provided for in this order) and the Seller shall pay the salaries or expenses, applicable taxes, including Social Security and unemployment of said employees. Seller shall also pay any expenses normally paid by an employer in connection with its employees assigned to Buyer. The Seller is and shall be deemed to be an Independent Contractor at all times during its performance of the work specified in this order.
Seller’s Status. It is agreed that the relationship of Seller and Bank hereunder shall be that of the seller and purchaser of interests in Mortgage Loans. Seller and Bank are not partners or joint venturers, and nothing contained herein shall be construed to create a partnership, joint venture or similar relationship between the parties. Seller shall not act as or hold itself out to the public as being an agent for Bank, but is to act in all loan origination, administration and servicing matters hereunder for itself and in its name only, except to the extent that Seller is required under this Agreement to act as a trustee with fiduciary duties to hold for the benefit of Bank the Participated Mortgage Loans and the related Mortgage Loan Documents, and any and all funds and receipts, whether as principal, interest, escrows or otherwise, in respect of any Participated Mortgage Loan, and to make the remittances of any and all such documents and funds as specified in this Agreement. It further is agreed that Seller, as trustee, shall not assign its responsibilities under this Agreement except in accordance with this Agreement.
Seller’s Status. Seller is a sophisticated investor with sufficient investment or financial knowledge and experience as well as knowledge in the Company, which enable her to properly evaluate the risks and merits of her participation in the transaction contemplated hereunder and protect her own interest in connection therewith. Seller has made a determination based on her own independent review and such professional advice as she deems appropriate that (i) her consideration of the sale of the Subject Shares to the Company in the transaction contemplated hereunder is fully consistent with her financial needs, objectives and condition, and (ii) the terms of the transaction contemplated hereunder have been agreed through arm’s-length negotiation and are fair to Seller.
Seller’s Status. Sellers are United States Persons within the meaning of Section 7701(a)(30) of the Code.
Seller’s Status. As of the date of this Agreement, Seller is not insolvent, nor, based on its financial condition as of the date of this Agreement, will it be rendered insolvent by the consummation of the transactions. For purposes of this Section 3.2.21, Seller would be “insolvent” if either (i) the sum of its debts is greater than the aggregate value of all of its assets; or (ii) it generally is not paying its debts as they become due. There has been no petition in bankruptcy or petition for an arrangement with creditors filed by or against Seller and Seller has not availed itself of relief under any law relating to insolvency. Seller is not entering into this Agreement or consummating the Transactions with any intent to hinder, delay or defraud any of its current or future creditors.
Seller’s Status. It is understood and agreed that Seller and/or its employees engaged in the performance of this Purchase Order by the Seller, are not employees of QCC LLC and are not entitled to QCC LLC employee benefits or privileges or any payment from QCC LLC (other than as expressly provided for in the Purchase Order) and the Seller shall pay the salaries or expenses, applicable taxes, including Social Security and unemployment of said employees. Seller shall also pay any expenses normally paid by an employer in connection with its employees assigned to QCC LLC. The Seller is and shall be deemed to be an Independent Contractor at all times during its performance of the work specified in this Purchase Order. FOREIGN MANUFACTURE OF U.S. MUNITIONS LIST ARTICLES. If Seller is other than a U.S. supplier and has received technical data or manufacturing drawings for articles on the U.S. Munitions List under a license from the U.S. Department of State, Office of Defense Trade Control, then the following shall apply:
Seller’s Status. It is understood and agreed that Seller and/or its employees engaged in the performance of this Purchase Order by the Seller, are not employees of Qualiseal Technology and are not entitled to Qualiseal Technology employee benefits or privileges or any payment from Qualiseal Technology (other than as expressly provided for in the Purchase Order) and the Seller shall pay the salaries or expenses, applicable taxes, including Social Security and unemployment of said employees. Seller shall also pay any expenses normally paid by an employer in connection with its employees assigned to Qualiseal Technology. The Seller is and shall be deemed to be an Independent Contractor at all times during its performance of the work specified in this Purchase Order.
Seller’s Status. Seller is an independent contractor and not an employee, agent or partner of or joint venturer with “The Company”.
Seller’s Status. The Seller is a sophisticated investor with sufficient investment or financial knowledge and experience as well as knowledge in the Company, which enable the Seller to properly evaluate the risks and merits of its participation in the transaction contemplated hereunder and protect its own interest in connection therewith. The Seller has made a determination based on its own independent review and such professional advice as it deems appropriate that (i) the Seller’s consideration of the sale of the Sale Shares to the Purchaser in the transaction contemplated hereunder is fully consistent with its financial needs, objectives and condition, and (ii) the terms of the transaction contemplated hereunder have been agreed through arm’s-length negotiation and are fair to the Seller.
Seller’s Status. As of the date of this Commitment and each Effective Date:
(a) Each loan listed in a Qualified Loan Schedule is a Qualified Loan.
(b) The Seller is a cooperative association duly organized, validly existing and in good standing under the laws governing its creation and existence and with the requisite power and authority to conduct its business as it is currently being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is currently being conducted and is or will be in compliance with the laws of each state in which any real property securing any Mortgage is located to the extent necessary to ensure the enforceability of each Qualified Loan.
(c) The Seller has the requisite power and authority to execute and deliver this Commitment, to service and administer all the Qualified Loans identified on each Qualified Loan Schedule in accordance with the terms of this Commitment, and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions described in this Commitment. The persons signing such documents and taking such actions on its behalf have been duly authorized to do so and such documents and actions are valid, legally binding and enforceable against the Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(d) The Seller is not required to obtain the consent of any other Person or any consents, licenses, approvals or authorizations from, or registrations or declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Commitment, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be.
(e) No action, suit or proceeding is pending or, to the best of the Seller’s knowledge, threatened against it that would prohibit it from entering into this Commitment or performing its obligations hereunder or, in the reasonable opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated hereby.
(f) The Seller is not in default with respect ...
