Independent Party. If Party A is at any time rated below “A3” or “Prime-2” by Moody’s or below “BBB+” or “F2” by Fitch, Party A shall (i) on a weekly basis (on the same date that the Valuation Agent makes its calculation), obtain a calculation from a party which is independent to Party A’s trading desk (or the equivalent) (for example the middle office or market risk department of Party A, Party A’s auditors or a consulting firm in derivative products appointed by Party A) to validate the calculation of any calculation by Party A’s trading desk (or the equivalent); and (ii) upon the written request of Moody’s or Fitch, on a monthly basis, use its best efforts to seek two quotations from Reference Market-makers; provided that if 2 Reference Market-makers are not available to provide a quotation, then fewer than 2 Reference Market-makers may be used for such purpose, and if no Reference Market-makers are available, the Master Issuer Security Trustee will determine an alternative source, for the purpose of calculations. Where more than one quotation is obtained, the quotation representing the greatest amount of Exposure of the Transferee shall be used by the Valuation Agent.”
Independent Party. If Party A is at any time rated below "A3" or "Prime-2" by Moody's or below "BBB+" or "
Independent Party. County shall perform its duties hereunder as an independent Party and not as an employee. Neither County nor any agent or employee of County shall be deemed to be an agent or employee of the State. County shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. County and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for County or any of its agents or employees. County shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. County shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents.
Independent Party. This Agreement does not constitute either Party as the agent, legal representative, or partner of the other for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other, with regard to any manner or thing whatsoever, unless otherwise specifically agreed upon in writing.
Independent Party as defined in Clause 12.1.6.1. Irrevocable SCNs – the list of SCNs set forth in Exhibits X-0, X-0 and A-7 that are irrevocably part of the A320 Family NEO Aircraft, as applicable. Leased Aircraft – any or all of the one hundred thirty (130) firm A320 Family Aircraft for which the delivery schedule is set forth in Schedule I as of the date hereof that are to be leased by the Buyer from the Lessor pursuant to this Agreement. Lessor – an owner trust, the owner participant of which is (a) Seller (or any Affiliate of Seller); (b) a third party lessor designated by Seller; (c) a special purpose company established by either of the parties referred to in (a) or (b) for the purposes of leasing one or more Leased Aircraft to Buyer; or (d) such other entity as may be agreed by Seller and Buyer. Liable Party – as defined in Clause 5.5.4. LIBOR – the rate for deposits in US dollars for a period of one month which appears on the Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, as of the date such amounts came due. If such rate does not appear on the Reuters Screen LIBOR01 Page, the rate will be determined on the basis of the rates at which deposits in US dollars are offered by the principal London offices of the Reference Banks at approximately 11:00 A.M. time, London to prime banks in the London interbank market for a period of one month commencing on the date such amounts came due and in an amount of US$ 10,000,000 (US dollars – ten million). Seller will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for such date of determination will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for such date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Seller, at approximately 11:00 A.M., New York City time, on such date for loans in US dollars to leading European banks for a period of one month commencing on such date and in an amount of US$ 10,000,000 (US dollars – ten million).
Independent Party. If Party A is at any time rated below A3 or Prime-2 by Moody's, Party A shall (i) on a weekly basis (on the same date that the Valuation Agent makes its Calculation), obtain a Calculation from a party which is independent to Party A's trading desk (or the equivalent) (for example the middle office or market risk department of Party A, Party A's auditors or a consulting firm in derivative products appointed by Party A) to validate the calculation of any Calculation by Party A's trading desk (or the equivalent); and (ii) upon the written request of Moody's, on a monthly basis, use it's best efforts to seek two quotations from Reference Market-makers; provided that if 2 Reference Market-makers are not available to provide a quotation, then fewer than 2 Reference Market-makers may be used for such purpose, and if no Reference Market-makers are available, the Trustee will determine an alternative source, for the purpose of Calculations. Where more than one quotation is obtained, the quotation representing the greatest amount of Exposure shall be used by the Valuation Agent."
Independent Party. It is agreed and understood that each party subject to this MOU will perform services and/or activities related to this MOU as an independent party, and not as an employee or agent of the other party.
Independent Party. It is expressly agreed that AEZS and Sinopharm shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint venture or agency. Neither AEZS nor Sinopharm shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other.
Independent Party. The parties hereto are independent contractors and are not, and shall not be deemed for any purpose, to be joint venturers. No party shall hold itself out as the partner or agent of the other party or make representations or warranties on behalf of the other party, except as otherwise expressly agreed. We shall not be designated nor deemed the Plan Administrator with respect to the Plan for purposes of ERISA or any other federal or state law of similar nature. You, on behalf of Yourself and Your HRA Participants, hereby expressly acknowledges Your understanding that this constitutes an agreement solely between the You Sponsor and Blue Cross Blue Shield of Kansas City, that Blue Cross and Blue Shield of Kansas City is an independent corporation operating under an agreement with the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans, (the “Association”) permitting Blue Cross and Blue Shield of Kansas City to use the Blue Cross and Blue Shield Service Xxxx in a portion of the States of Missouri and Kansas, and that Blue Cross and Blue Shield of Kansas City is not contracting as the agent of the Association. You further acknowledge that You have not entered into this Agreement based upon representations by any person other than Blue Cross and Blue Shield of Kansas City and that any person, entity, or organization other than Blue Cross and Blue Shield of Kansas City shall not be held accountable or liable to You for any of Blue Cross and Blue Shield of Kansas City’s obligations to You created under this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of Blue Cross and Blue Shield of Kansas City other than those obligations created under other provisions of this Agreement.
Independent Party. During the term of this Agreement and any renewals thereof, Receiving Party agrees that it will not directly work with any of the competitors of ___________ for any other project of that uses or is derived from the Project. Both the Parties agree to act in good faith. General terms: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect. This Agreement shall bind and benefit the parties and their respective successors and assigns. Receiving Party’s obligations under this Agreement shall survive any termination hereof. Any notices under this Agreement should be sent through email or by a certified mail service. The said notices should be sent on the address as mentioned above.
