Arm's Length Relationship Clause Samples
An Arm's Length Relationship clause establishes that the parties to an agreement are acting independently and without any special relationship that could influence their dealings. In practice, this means that each party negotiates and enters into the contract on equal footing, without undue influence, familial ties, or shared interests affecting the terms. This clause is essential for ensuring that the contract reflects fair market terms and that neither party can later claim the agreement was biased or improperly influenced, thereby protecting the integrity of the transaction.
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Arm's Length Relationship. The parties to this Agreement intend to ------------------------- conduct their relationships hereunder on an arm's length basis.
Arm's Length Relationship. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Initial Purchasers and any affiliate through which it may be acting, on the other, (b) the Initial Purchasers are acting as principal and not as an agent or fiduciary of the Company and (c) the Company's engagement of the Initial Purchasers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Initial Purchasers has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
Arm's Length Relationship. It will and will cause the Covered Entities to maintain an arm’s-length relationship with Performance Beneficiary (for the avoidance of doubt, the parties hereto agree that the Transaction Documents and the transactions contemplated by the Transaction Documents are arm’s-length commercial transactions between the Sprint Parties, on the one hand, and the Performance Beneficiary, on the other). Performance Support Provider will not and will cause each Covered Entity not to hold itself out as being in any way connected or associated with the business of Performance Beneficiary (other than solely as a result of the transactions and relationships contemplated by the Transaction Documents and except that Servicer may act as agent for Performance Beneficiary in accordance with the Servicing Agreement).
Arm's Length Relationship a I will not undertake work for any Transferee unless I have an arm’s-length relationship with that Transferee and his/her family.
Arm's Length Relationship. The Company will maintain an arms-length relationship with each Non-Ring Fenced Affiliate.
Arm's Length Relationship. Each of the Company and the Guarantors hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the Initial Purchasers and any affiliate through which they may be acting, on the other, (b) the Initial Purchasers are acting as principal and not as an agent or fiduciary of the Company or the Guarantors and (c) the Company’s engagement of the Initial Purchasers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the Guarantors agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Initial Purchasers has advised or is currently advising the Company or the Guarantors on related or other matters). Each of the Company and the Guarantors agrees that it will not claim that the Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Guarantors, in connection with such transaction or the process leading thereto.
Arm's Length Relationship. The Bank will maintain arm’s-length relationships with the Purchaser. Any transaction between the Purchaser and the Bank or any of its subsidiaries will, in the reasonable judgment of the Bank, be fair and equitable to the Purchaser and on terms which are at least as favorable as could be obtained from a Person which is not an Affiliate.
Arm's Length Relationship. During the term hereof, the relationship between U.S. Check and NeoMedia is that of vendor and vendee. NeoMedia its agents, employees, and dealers, under no circumstances will be deemed to be agents or representatives of U.S. Check, nor will any of them have the right to enter into any contracts or commitments in the name of U.S. Check or otherwise to bind or commit U.S. Check.
Arm's Length Relationship. The Company acknowledges and agrees that in connection with all aspects of the transaction contemplated by this Agreement, the Company has an arm’s-length business relationship with the Underwriter that creates no fiduciary duty on the part of the Underwriter, and each such party expressly disclaims any fiduciary relationship. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriter. Very truly yours, BAS SECURITIZATION LLC By: /s/ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BANC OF AMERICA SECURITIES LLC, as Underwriter By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Principal Underwriting Agreement dated November 3, 2006 Title: Banc of America Securities Auto Trust 2006-G1, Asset-Backed Notes, Series 2006-G1 Depositories for Book-Entry Certificates: The Depository Trust Company; Clearstream Banking; Euroclear System Closing Date, Time and Location: November 14, 2006, 11:00 a.m., New York City time, Office of Mayer, Brown, R▇▇▇ & Maw LLP, 7▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606. Addresses: Banc of America Securities LLC 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Charlotte, North Carolina 28255 Attention: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Purchase Price and Description of the Notes: Class A-1 $ 596,000,000 5.34895 % Book-Entry A-1+ Prime-1 Class A-2 $ 484,000,000 5.30 % Book-Entry AAA Aaa Class A-3 $ 354,000,000 5.18 % Book-Entry AAA Aaa Class A-4 $ 124,800,000 5.17 % Book-Entry AAA Aaa Class B $ 32,600,000 5.34 % Book-Entry A+ A3 Class C $ 24,500,000 5.51 % Book-Entry BBB N/A Purchase Price: $ 1,613,744,252.31 * ** Standard & Poor’s, a division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc. M▇▇▇▇’▇ Investors Service, Inc.
1. Free Writing Prospectus, filed and accepted by the SEC on November 1, 2006, with a filing date of November 1, 2006 and accession number 0000893220-06-002300.
2. Preliminary Prospectus, filed and accepted by the SEC on November 1, 2006, with a filing date of November 1, 2006 and accession number 0000893220-06-002308.
Arm's Length Relationship. The Company acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company and each Initial Purchaser and any affiliate through which it may be acting (each, a “Transaction Affiliate”) have an arms length business relationship that creates no fiduciary duty on the part of any Initial Purchaser or any Transaction Affiliate and each expressly disclaims any fiduciary relationship.