Separate Businesses Sample Clauses

Separate Businesses. Purchaser and Seller acknowledge, understand and agree that, unless Purchaser otherwise notifies Seller in writing, it is Purchaser’s intention to operate the Paper Business and Timber Business as separate businesses from and following the Closing Date. In furtherance of and notwithstanding anything in this Agreement inconsistent or contrary to the foregoing, to the extent any right, asset or benefit inures to Purchaser or any obligation or liability is imposed upon or is to be assumed by Purchaser under this Agreement (including indemnification obligations under Article XI hereof), the Exhibits and the other agreements or instruments referenced herein or therein that: (a) if Related to the Timber Business, such right, asset, benefit, obligation or liability shall be solely for the benefit of and the responsibility of the Purchaser and only those of its Affiliates, if any, designated by Purchaser at Closing to acquire the Assets and assume the Liabilities Related to the Timber Business and their respective successors and assigns (“Purchaser’s Timber Entities”) and (b) if Related to the Paper Business, such right, asset, benefit, obligation or liability shall be solely for the benefit and the responsibility of the Designated Affiliates of Purchaser designated by Purchaser at Closing to acquire the Assets and assume the Liabilities Related to the Paper Business and their respective successors and assigns (“Purchaser’s Paper Entities”). For the avoidance of doubt, in no event shall Seller or any of its Affiliates be entitled under this Agreement, the Exhibits or any other agreement or instrument referenced herein or therein to make any claim against, or seek recovery from, by or through (i) any of Purchaser’s Timber Entities for matters Related to the Paper Business or (ii) any of Purchaser’s Paper Entities for matters Related to the Timber Business.
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Separate Businesses. Partners may engage in any other business, investment or profession, including the investment and the ownership, financing, development, operation and management of real property, and neither the Joint Venture nor any other Partner shall have any rights in and to any said business, profession or investment or the income or the profits derived therefrom by reason of this Agreement.
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Separate Businesses. The Contract Engineer has no capital or personal links with the Contractor.
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Separate Businesses. Inżynier Kontraktu nie jest powiązany kapitałowo ani osobowo z Projektantem ani którymkolwiek z Wykonawców. The Contract Engineer has no capital or personal links with the Designer or any of the Contractors.
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Separate Businesses. HRC and Medovex shall retain separate accounting and contracting relationships with any customers they may have in common and neither Party will be required to pay a cross-compensation or referral fee to the other Party; each Party shall retain the entire revenue generated by its sales of products or services. Neither Party shall be a reseller, sales representative or distributor of the other Party's products, but may provide initial referrals to such Party as detailed in this Agreement.
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Separate Businesses. 21.1 If we recommend that you use a particular separate business, we shall do so in good faith and because we believe it to be in your best interests. We will not be responsible to you for the appropriateness or accuracy of the advice given by any third party, or for payment of their costs, fees and expenses. 21.2 In appropriate circumstances, we will refer you to separate businesses owned by or connected to JMW. We should emphasise that all advice given by any of our separate businesses will be independent, offering a complementary service that has been recommended with your best interests in mind. 21.3 You should be aware that if any separate business is not another firm of solicitors, then you will not be afforded the regulatory protection of the Solicitors Regulation Authority (SRA), the SRA’s Codes of Conduct and SRA Indemnity Insurance Rules, nor shall you be entitled to the benefit of the SRA Compensation Fund. Please contact us if you have any questions about these arrangements.
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Separate Businesses. Except as and to the extent, if any, specifically set forth this Agreement, neither ES nor GS nor any of their respective affiliates shall have any involvement in or rights with respect to the business activities of the other party or its affiliates. Except as and to the extent, if any, specifically set forth in this Agreement, neither ES nor GS nor any of their respective affiliates shall be considered a partner, co-partner or joint venturer of the other party, but shall be deemed to be independent of the other and as operating separate businesses. Neither ES nor GS shall have any authority or right, express or implied, or hold itself out as having the authority or right, to bind, commit or act as agent for the other party in any way, nor will either party have the right to use the name of the other party, except as and to the extent, if any, specifically set forth in this Agreement.
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Related to Separate Businesses

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS The Engineer agrees to comply with the requirements set forth in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Subcontracting Plan Requirements with an assigned goal or a zero goal, as determined by the State.

  • Businesses Borrower is presently engaged directly or through its Subsidiaries in the business of oil and gas acquisition, exploration, development and production.

  • Historically Underutilized Businesses (“HUBs”). In accordance with state law, it is TFC’s policy to assist HUBs whenever possible to participate in providing goods and services to the agency. TFC encourages those parties with whom it contracts for the provision of goods and services to adhere to this same philosophy in selecting subcontractors to assist in fulfilling PSP’s obligations with TFC. If PSP subcontracts with others for some or all of the services to be performed under an Assignment to this Agreement, PSP shall comply with all HUB requirements pursuant to Chapter 2161 of the Texas Government Code. At or prior to the execution of an Assignment with a value that is anticipated to meet or exceed One Hundred Thousand and No/100 Dollars ($100,000.00), PSP must provide a completed HUB Subcontracting Plan, which shall be approved by TFC prior to execution of the Assignment. A copy of the HUB Subcontracting Form is attached hereto and incorporated herein for all purposes as Exhibit G. PSP shall provide the HUB Program of TFC with pertinent details of any participation by a HUB in fulfilling the duties and obligations arising under an Assignment, on the HUB Subcontracting Plan Progress Assessment Report (“PAR”). A copy of the PAR Form is attached hereto and incorporated herein for all purposes as Exhibit H.

  • Disadvantaged Business Enterprises In connection with the performance of this Agreement, the Municipality/Sponsor shall cause its contractors to cooperate with the State in meeting its commitments and goals with regard to the utilization of Disadvantaged Business Enterprises (DBEs) and will use its best efforts to ensure that DBEs will have opportunity to compete for subcontract work under this Agreement. Also, in this connection the Municipality or Municipality/Sponsor shall cause its contractors to undertake such actions as may be necessary to comply with 49 CFR Part 26. As a sub-recipient under 49 CFR Part 26.13, the Municipality/Sponsor hereby makes the following assurance. The Municipality/Sponsor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any United States Department of Transportation (USDOT)-assisted contract or in the administration of its Disadvantaged Business Enterprise (DBE) program or the requirements of 49 CFR Part 26. The Municipality/Sponsor shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of the United States Department of Transportation-assisted contracts. The New York State Department of Transportation’s DBE program, as required by 49 CFR Part 26 and as approved by the United States Department of Transportation, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the USDOT may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.).

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Disadvantaged Business Enterprise To the extent authorized by applicable federal laws, regulations, or requirements, the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Underlying Agreement as follows:

  • Business Activities The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon Company or its subsidiaries or to which Company or any of its subsidiaries is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Company or any of its subsidiaries, any acquisition of property by Company or any of its subsidiaries or the conduct of business by Company or any of its subsidiaries as currently conducted.

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