The Independent Clause Samples

The Independent clause establishes that a party or individual is acting as an independent contractor rather than as an employee or agent of the other party. In practice, this means that the independent party is responsible for their own taxes, benefits, and work methods, and is not subject to the same controls or obligations as an employee. This clause is essential for clarifying the nature of the working relationship, thereby reducing the risk of misclassification and associated legal or tax liabilities.
The Independent. Accountant must issue a certificate as to his determination of the matters referred to him and of the Accounts, adjusted (if necessary) to take account of his determinations. The Buyer and Seller agree that in carrying out this role, the Independent Accountant acts as expert and not arbitrator and that, in the absence of fraud or mistake or manifest error, the certificate issues by the Independent Accountant will be final and binding on them.
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The Independent. VERIFIER must be a legal entity with a high degree of technical specialization and adequacy of equipment, organization and technical staff, in addition to an outstanding ethical reputation with the market and with notorious specialization in the measurement of quality of services provision proven pursuant to ANNEX 14.
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The Independent. Supervising Attorney shall act as an officer of the Court in respect of the observance and implementation of the terms of this Order and all persons responsible for service and execution of this Order shall be entitled to take all necessary reasonable measures with the assistance of the local constabulary to enforce it and to reasonably prevent or remove any impediment to its execution;
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The Independent. An independent contractor agreement should include several important sections. Because this is a contract with an independent contractor, not an employee, the contract should state that either party can terminate the agreement with or without notice, ... Understanding independent contractor agreement. A written contract between two parties, an independent contractor agreement is used for a specific service or ▇▇▇▇▇▇▇.▇▇ complete a task or project, one company hires another company for a short period using an independent contractor agreement. Download 10 Free Independent Contractor Agreement Templates to help yourself in preparing Independent Contractor Agreement. You can also explore Services Contract Templates to see more options.. An Independent Contractor is a person who runs his own business and provides services to other individuals and companies without working directly for any employer.
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The Independent. Accountant shall review the Earn-out Determination Materials and shall determine the required contents of the Company’s financial statements as of December 2017 and for final determination of the achievement (or failure to achieve the) Earn-out Hurdle in order to determine whether or not the Earn-out Hurdle has been achieved as well as, if applicable, the amount payable as Earn-Out. The Independent Accountant shall act as an expert (Schiedsgutachter) within the meaning of Section 317 of the German Civil Code (BGB) and not as an arbitrator (Schiedsrichter). The Independent Accountant shall give Seller and Purchaser adequate opportunity DB1/ 93370130.5 11 to present their views in writing and at least one oral hearing to be held in the presence of Seller and Purchaser and Seller’s Representatives as well as Company and its auditor. The Independent Accountant (i) shall not review any matters not identified by Seller as being in dispute in the Seller Earn-out Review Notice and (ii) may not assign a value to any item greater than the greatest value for such items claimed by either Party or less than the smallest value for such items claimed by either Party, and its determination may not be outside the range comprised of (i) Company’s underlying computations for the Proposed Financial Statements 2017 and the Proposed Earn-out Achievement Notice on the one hand and (ii) the Seller Earn-out Review Notice and its underlying computations on the other hand. The Independent Accountant will make its determination in accordance with IFRS in a manner consistent with past custom and practice at Company and otherwise applicable best practice, and in accordance with the provisions of this Agreement. Absent manifest error, the Accounting Expert’s decision on the Earn-out Hurdle Achievement Notice will be final, conclusive, and binding and will be deemed to constitute agreement between Seller and Purchaser for final determination of the achievement (or failure to achieve) of the Earn-out Hurdle. For the avoidance of doubt, the Accounting Expert’s decision on the Earn-out Hurdle Achievement Notice shall have no effect on the preparation of the Group Companies audited financial statements as of December 31, 2017. The Independent Accountant’s fees and expenses will be borne by Seller and Purchaser in accordance with sections 91 et seq. of the German Code of Civil Procedure (Zivilprozessordnung, ZPO), and the Independent Accountant shall be authorized and instructed to also decid...
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Related to The Independent

  • Representations and Covenants of Underwriters 4.1 The Underwriters shall offer the Offered Securities for sale to the public, directly and through the Selling Dealer Group only in compliance with applicable Securities Legislation and upon the terms and conditions set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment and U.S. Prospectus Amendment and this Agreement. The Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution (i) in any Qualifying Province where a Preliminary MRRS Decision Document, an Amended and Restated MRRS Decision Document and Final MRRS Decision Document has been obtained from the applicable Securities Commission; and (ii) in the United States, unless, in each case, the Underwriters receive notice to the contrary from the Corporation or the applicable Securities Commission or the SEC. The Underwriters shall use all reasonable efforts to complete and to cause the Selling Dealer Group to complete the distribution of the Offered Securities as soon as possible after the Offering Closing Time, subject to the termination provisions contained herein. 4.2 Except in the Qualifying Provinces and the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment or U.S. Prospectus Amendment so as to require registration of the Offered Securities or filing of a prospectus with respect to the Offered Securities under the laws of any jurisdiction, and the Underwriters will require each Selling Dealer Group member to agree to the same. 4.3 The Underwriters shall not make any representations or warranties with respect to the Corporation, the Offered Securities other than as set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus and any Prospectus Amendment and U.S. Prospectus Amendment. 4.4 The Underwriters will complete and will use their reasonable efforts to cause members of the Selling Dealer Group to complete the distribution of the Offered Securities promptly after the Offering Closing and, with respect to the exercise of the over-allotment option, the Additional Offering Closing Time. 4.5 No Underwriter shall be liable under this paragraph 4 with respect to a default by any of the other Underwriters or by any member of the Selling Dealer Group not appointed by any of the other Underwriters.

  • Indemnification of Underwriters by Company The Company will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

  • Representations, Warranties and Covenants of the Underwriters (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation that: (a) it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and (b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein. (2) The Underwriters hereby covenant and agree with the Corporation to the following:

  • Several Obligations; Benefits of this Agreement The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

  • Representation of the Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.