RELATIONSHIP BETWEEN PARTICIPANT AND THE COMPANY Sample Clauses

RELATIONSHIP BETWEEN PARTICIPANT AND THE COMPANY. It is expressly understood and agreed that, with respect to this Agreement and the transactions contemplated hereby, as between themselves, Participant and the Company each hereby acknowledge and agree that Participant is participating in the ownership of the Loans and the Acquired Collateral and Participant and the Company are not investing in a common enterprise or partnership with each other. Each of the Company and Participant acknowledges that it shall occupy the status of, act as and be considered independent contractors and neither shall in any event be considered an agent, creditor, partner or employee of the other, it being the intent of the parties that this Agreement shall not constitute nor be construed to create a partnership or joint venture of any kind between Participant and the Company.
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RELATIONSHIP BETWEEN PARTICIPANT AND THE COMPANY. It is expressly understood and agreed that, with respect to this Agreement and the transactions contemplated hereby, as between themselves, the Participant and the Company each hereby acknowledge and agree that the Participant is participating in the ownership of the Loans and the Acquired Collateral and the Participant and the Company are not investing in a common enterprise or partnership with each other (except, for the avoidance of doubt, for any applicable tax purposes). Each of the Company and the Participant acknowledges that it shall occupy the status of, act as and be considered independent contractors and neither shall in any event be considered an agent, creditor, partner or employee of the other, it being the intent of the parties that this Agreement shall not constitute nor be construed to create a partnership or joint venture of any kind between the Participant and the Company (except, for the avoidance of doubt, for any applicable tax purposes). The Company and the Participant hereby acknowledge and agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a partnership (the “Partnership”), and the Company and Participant shall be treated as partners in the Partnership. The Partnership’s income, gain, losses, deductions, credits and distributions will be determined and reported in accordance with Subchapter K of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”). The parties agree that the Company will be the “tax matters partner,” as such term is defined under the Code, and that any action taken by the tax matters partner in connection with tax elections or tax audits of the Partnership will, to the extent permitted by Law, be binding upon the Company and the Participant.
Sample 1

Related to RELATIONSHIP BETWEEN PARTICIPANT AND THE COMPANY

  • Relationship Between Parties Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

  • No Contractual Relationship Between Subservicers and the Trustee Any subservicing arrangement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be solely between the Subservicer and the Master Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties, or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.05.

  • No Contractual Relationship Between Sub Servicer, Trustee or the Certificateholders. Any Sub-Servicing Agreement and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Sub-Servicer except as set forth in Section 3.05.

  • Relationship between the Parties A Party is not by virtue of this Agreement the employee, agent or partner of the other Party and is not authorised to bind or represent the other Party.

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Termination of Relationship with the Company If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

  • Disputes between a Contracting Party and an Investor of the other Contracting Party

  • Relationships with the Company Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. State any exceptions here: The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

  • Settlement of Disputes between the Contracting Parties 1. Disputes between the Contracting Parties concerning the interpretation or application of this Agreement should, if possible, be settled through diplomatic channels.

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