The Independent Sample Clauses

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, ... Help for independent contractors - Fair Work Ombudsman Understanding independent contractor agreement. A written contract between two parties, an independent contractor agreement is used for a specific service or xxxxxxx.Xx complete a task or project, one company hires another company for a short period using an independent contractor agreement. Terms for 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

  • Independent Contractor Status The Sub-Adviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Trust or the Advisers in any way or otherwise be deemed an agent of the Fund or the Advisers.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Independent Contractor; Authority Notwithstanding the Services provided by the Administrator pursuant to this Agreement, the Administrator shall be deemed to be an independent contractor with respect to the Services. The management, policies and operations of the Parties (including the ultimate approval of the making or disposition of the Painting by the Issuer or Masterworks Cayman, and the terms and conditions thereof) shall be the responsibility of the Parties other than the Administrator.

  • Independent Covenants This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

  • No Disagreements with Accountants and Lawyers There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

  • Inspections; No Other Representations The Purchasers are informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this Agreement.

  • Independence of Provisions The parties hereto acknowledge that this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except as expressly stated to the contrary in this Agreement.

  • Investigation; No Other Representations (a) Each Parent Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:

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