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. 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.
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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. 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.

  • Permitted Businesses The business of the Company shall be:

  • Competitive Business Activities The term "Competitive Business Activities" as used herein shall be deemed to mean the Business.

  • 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.

  • General Business Operations Each of the Loan Parties shall (i) preserve, renew and maintain in full force its legal existence and good standing under the Governmental Rules of the jurisdiction of its organization and each other jurisdiction where the failure to so preserve, renew or maintain could result in a Material Adverse Effect, and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, (ii) conduct its business activities in compliance with all Legal Requirements and Contractual Obligations applicable to such Person, (iii) keep all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect all of its rights to enjoy and use material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations (v) conduct its business in an orderly manner without voluntary interruption. The Borrower shall maintain its chief executive office and principal place of business in the United States.

  • 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.

  • Limitation on Business Activities The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

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

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

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