Independent Advisor Sample Clauses
The Independent Advisor clause establishes that any party receiving advice or guidance under the agreement has either obtained independent professional advice or had the opportunity to do so. In practice, this means that parties are encouraged or required to consult with their own legal, financial, or other relevant advisors before entering into the contract, ensuring they fully understand their rights and obligations. The core function of this clause is to protect all parties by confirming that decisions are made with informed consent, thereby reducing the risk of future disputes over misunderstandings or claims of undue influence.
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Independent Advisor. The parties agree that Chatham Financial is being retained as an independent contractor to perform the Services and nothing in this Agreement shall be deemed to create any other relationship between Chatham Financial and INVESCO. Chatham Financial shall be solely responsible for the actions and inactions of itself and of its affiliates, and their respective members, officers, directors, employees, advisors, legal counsel, contractors, and agents (“Chatham Financial Representatives”). Chatham Financial shall not, and is not authorized to, enter into contracts or agreements on behalf of INVESCO or to otherwise create obligations of INVESCO to third parties.
Independent Advisor. The Advisor shall, at all times, be regarded as and shall be legally considered an Independent Advisor and shall at no time act as an agent for the DFA. Nothing contained herein shall be deemed or construed by DFA, Advisor, or any third party as creating the relationship of principal and agent, master and servant, partners, joint ventures, employer and employee, or any similar such relationship between DFA and Advisor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of DFA or Advisor hereunder creates, or shall be deemed to create a relationship other than the independent relationship of DFA and Advisor. Advisor’s personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of DFA. No act performed or representation made, whether oral or written, by the Advisor with respect to third parties shall be binding on the DFA. Neither the Advisor nor its employees shall, under any circumstances, be considered servants, agents, or employees of the DFA; and the DFA shall at no time be legally responsible for any negligence or other wrongdoing by the Advisor, its servants, agents, or employees. DFA shall not withhold from the Contract payments to Advisor any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amounts for benefits to Advisor. Further, DFA shall not provide to Advisor any insurance coverage or other benefits, including Workers’ Compensation, normally provided by DFA for its employees.
Independent Advisor. Seller shall be solely responsible for the payment of any fees or commission due to SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as an independent advisor, in accordance with the provisions of a separate agreement between Seller and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.
Independent Advisor. The parties agree that CAPRIGHT is being retained as an independent contractor to perform the Services and nothing in this Agreement shall be deemed to create any other relationship between CAPRIGHT and INVESCO. CAPRIGHT shall be solely responsible for the actions and inactions of itself and of its affiliates, and their respective members, officers, directors, employees, advisors, legal counsel, contractors, and agents (“CAPRIGHT Representatives”). CAPRIGHT shall not, and is not authorized to, enter into contracts or agreements on behalf of INVESCO or to otherwise create obligations of INVESCO to third parties.
Independent Advisor. The Issuer shall use its reasonable endeavors to appoint an Independent Advisor, as soon as reasonably practicable, to consult with the Issuer in determining a Successor Rate, failing which an Alternative Rate (in accordance with Section 3.7(c)(vi)(B)) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Section 3.7(c)(vi)(D)). In making such determination, the Independent Advisor appointed pursuant to this Section 3.7(c)(vi) shall act in good faith and in a commercially reasonable manner. In the absence of bad faith or fraud, the Issuer and the Independent Advisor shall have no liability whatsoever to the Issuer, the Trustee, the Calculation Agent, the Paying Agents, or the Holders (as applicable) for any determination made by the Issuer and/or any advice given to the Issuer in connection with any determination made by the Issuer, pursuant to this Section 3.7(c)(vi). If (i) the Issuer is unable to appoint an Independent Advisor; or (ii) the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Section 3.7(c)(vi) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall (subject as provided below) be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the Initial Rate of Interest. Where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Section 3.7(c)(vi)(A). For the purposes of this provision Section 3.7(c)(vi) only, in respect of any Resettable Notes, references to (i) Interest Determination Date shall be read as references to Reset Determination Date, (ii) Interest Period shall be read as references to Reset Period and (iii) Interes...
Independent Advisor. Golden Bridge is acting as an independent contractor and not as an employee or agent of the Company.
Independent Advisor. In evaluating matters pertaining to ▇▇▇▇▇’s compensation, the Committee shall engage an independent compensation consultant (the “Independent Advisor”). The Independent Advisor shall assist the Committee in carrying out its responsibilities, including with respect to the negotiation and the evaluation of whether ▇▇▇▇▇’s compensation would be fair and reasonable to the Company. The Independent Advisor shall prepare a report summarizing its analysis and conclusions and submit the report to the Committee.
Independent Advisor. In furnishing the Services, Advisor and Company agree that Advisor will at all times be acting as an independent advisor of Company. As such, Advisor will not be an employee of Company and will not be entitled to participate in or to receive any benefit or right under any of the Company’s employee benefit or welfare plans. Advisor understands that it is his responsibility to pay income taxes on the fees collected under this agreement in accordance with federal, state and local laws, and that no deductions or withholdings for taxes or contributions of any kind shall be made by Company.
Independent Advisor. The Credit Parties hereby agree that they shall not fail to engage the Independent Advisor on or prior to July 14, 2008.”
(f) The following definitions are hereby added to Annex A to the Credit Agreement in alphabetical order:
Independent Advisor. The parties agree that RERC is being retained as an independent contractor to perform the Services and nothing in this Agreement shall be deemed to create any other relationship between RERC and Client. RERC shall be solely responsible for the actions and inactions of itself and of its affiliates, and their respective members, officers, directors, employees, advisors, legal counsel, contractors, and agents (“RERC Representatives”). RERC shall not, and is not authorized to, enter into contracts or agreements on behalf of Client or to otherwise create obligations of Client to third parties.