Independent Person Sample Clauses

Independent Person. A natural person who at the date of his appointment as a manager, director or officer possesses the following qualifications: (a) has prior experience as an independent director for a company, the corporate instruments of which require the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable law; and (b) has at least three years of employment experience with and is employed by one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided always that such individual at the date of his appointment as such manager, director or officer, or at any time in the preceding five years, or during such person’s tenure shall not be: (i) an employee, director, shareholder, manager, partner or officer of CLI or an Affiliate thereof (other than such person’s service as an independent director or manager of CLI or an Affiliate thereof); (ii) a customer or supplier of CLI or an Affiliate thereof; (iii) a beneficial owner at the time of such individual’s appointment as an independent manager, or at any time thereafter while serving as an independent manager, of more than 2% of the voting securities of CLI or an Affiliate thereof; (iv) affiliated with a significant customer, supplier or creditor of CLI or an Affiliate thereof; (v) a party to any significant personal service contracts with CLI or an Affiliate thereof; or (vi) a member of the immediate family of a person described in (i) or (ii) above and provided further that an Independent Person may serve in a similar capacity for other special purpose entities formed by CLI or its Affiliates; provided however, a person elected by Global Securitization Services, LLC or any other similar professional service provider shall be an “Independent Person” regardless of whether such person is, or is affiliated with or related to, a customer or supplier of CLI. No resignation or removal of an Independent Person shall be effective until a successor Independent Person has been elected to replace such Independent Person.
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Independent Person. Borrower or Borrower Representative shall at any time cease to have at least one (1) Independent Person or, if requested by Lender in writing in connection with a contemplated Securitization, two (2) Independent Persons for more than ten (10) consecutive Business Days; or
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Independent Person. Borrower shall at any time cease to have at least one (1) Independent Person for more than ten (10) consecutive Business Days.
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Independent Person. Independent Person means any person who is not related to or subordinate to a claimant or respondent and has no personal or financial stake in the resolution of the controversy other than fair and reasonable compensation for services provided to resolve the controversy.
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Independent Person. The LFC and the Contractor will in good faith try to agree the disputed items set out in the Dispute Notice. If the LFC and the Contractor cannot agree the disputed items specified in the Dispute Notice within five business days of the date of the Dispute Notice, such dispute will, at the instigation of the LFC or the Contractor, be determined by an independent person to be agreed between them, or, if they do not agree within five business days of one party giving notice of its suggested appointee to the other, then on application by either the LFC or the Contractor, by an independent person appointed by the Chair (or in the Chair’s absence the Deputy-Chair) for the time being of the New Zealand Institute of Chartered Accountants.
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Independent Person. The Independent Person is to be:
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Related to Independent Person

  • Independent Entity 17.10.1 The SPD shall be an independent entity performing its obligations pursuant to the Agreement.

  • Independent Parties This Agreement is intended solely as a management services agreement and no partnership, agency, joint venture, distributorship or other form of agreement is intended.

  • Independent Manager As long as any Obligation is outstanding, the Member shall cause the Company at all times to have a least one (1) Independent Manager who will be appointed by the Member. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(b). Except as provided in the preceding sentence, in exercising its rights and performing its duties under this Agreement, the Independent Manager shall have fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. No resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by a written instrument, which may be a counterpart signature page to this Agreement. In the event of death, incapacity or other termination of the Independent Manager, the Company shall appoint a successor Independent Manager within ten (10) days. At such time as all Obligations of the Company have been paid in full, any provision of Section 9(b) or otherwise herein requiring the consent of the Independent Manager shall no longer be effective.

  • Independent Auditor For the financial years ended on 31 December 2012 and 31 December 2013 respectively, the annual accounts of Codeis Securities S.A. were audited, in accordance with International Standards on Auditing as adopted with Luxembourg by the Commission de surveillance du secteur financier, by Ernst & Xxxxx X.X. (société anonyme), 7, rue Xxxxxxx Xxxxxxxx, Parc d’Activité Syrdall 0, X-0000 Xxxxxxxx, Xxxxxxxxxx. Ernst & Xxxxx X.X. has the status of réviseurs d’entreprises agrees and belongs to the Luxembourg institute of auditors (Institut des réviseurs d’entreprises). The independent auditor of Codeis Securities S.A. has no material interest in Codeis Securities S.A..

  • Independent Entities In carrying out the provisions of this Agreement, Seafield and SLH are and shall be deemed to be for all purposes, separate and independent entities. Seafield and SLH shall select their employees and agents, and such employees and agents shall be under the exclusive and complete supervision and control of Seafield or SLH, as the case may be. Seafield and SLH hereby acknowledge responsibility for full payment of wages and other compensation to all employees and agents engaged by either in the performance of their respective Services under this Agreement. It is the express intent of this Agreement that the relationship of Seafield to SLH and SLH to Seafield shall be solely that of separate and independent companies and not that of a joint venture, partnership or any other joint relationship.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State except in the following circumstances, when such income may also be taxed in the other Contracting State:

  • Independent Accountant BDO USA, LLP, which has expressed its opinion with respect to certain of the financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission as a part of the Registration Statement and included in the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the 1933 Act and Exchange Act.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Audit 25.1 CONTRACTOR shall employ a licensed certified public accountant who shall prepare and file with ADMINISTRATOR an annual organization-wide audit of related expenditures during the term of this Agreement in compliance with 31 USC 7501 – 7507, as well as its implementing regulations under 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards. If CONTRACTOR is not subject to the aforementioned regulations for any year covered during the term of this Agreement, CONTRACTOR shall provide ADMINISTRATOR an Independent Auditor’s Report of CONTRACTOR’s financial statements. The audit must be performed in accordance with generally accepted government auditing standards. CONTRACTOR shall cooperate with COUNTY, State, and/or federal agencies to ensure that corrective action is taken within six (6) months after issuance of all audit reports with regard to audit exceptions.

  • 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.