Independent Actions Sample Clauses

Independent Actions. ‌ The Protecting Agency retains operational control of the incident regardless of who is responding. Any Party taking action will promptly notify the Protecting Agency to identify resources enroute or on-scene and ensure mitigation of safety issues. See Clause 32 below.
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Independent Actions. ‌ Normally all fires will be suppressed by the Protecting Agency but there may be instances where the Jurisdictional Agency may discover a fire and take immediate actions. In such instances, the Party taking action will promptly notify the Protecting Agency to identify what other resources are en route and ensure mitigation of safety issues. The Protecting Agency retains operational control of the incident.
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Independent Actions. Except as expressly provided elsewhere in this Lease, Tenant shall not have the right to set off, recoup, xxxxx or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord.
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Independent Actions. Each Secured Party agrees with the other Secured Parties and the Collateral Agent that (i) such Secured Party will not take any action whatsoever to enforce any term or provision of any Collateral Document or otherwise to realize the benefits of the Collateral, except through the Collateral Agent in accordance with this Agreement, and (ii) if the Majority Secured Parties shall instruct the Collateral Agent pursuant to Section 2.9 hereof to commence an action to foreclose on the Collateral Documents or the Collateral, such
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Independent Actions. Guarantor waives any right to require that any action be brought by any Developer Party against any other Person, or that any other remedy under the Development Agreement, the Operating Agreement or any other Building Document be exercised. Any Developer Party may, at its option, proceed against Guarantor in the first instance to collect monies when due or obtain performance under this Guaranty, without first resorting to the Development Agreement, the Operating Agreement or any other Building Document or any remedies thereunder.
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Independent Actions. Each of the Investors has and is acting separately and independently with respect to its purchase of Preferred C Shares, and the execution of this Agreement, and is not an “affiliate” of any other Investor (as defined by Rule 144(a) under the 1933 Act), or acting in concert with, any other Investor in connection with such purchase of Preferred C Shares, execution of this Agreement, or any negotiation with respect to a possible future investment in the Company as contemplated by this Agreement.
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Independent Actions. Each Secured Obligation Representative (for itself and on behalf of each of its Secured Parties) acknowledges and agrees that each of the other Secured Parties has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Secured Obligation Documents, as the case may be, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Secured Obligation Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. No Secured Party shall have any duty to any other Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an Event of Default or default under any agreements with the Borrower (including the Secured Obligation Documents), regardless of any knowledge thereof which they may have or be charged with.
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Independent Actions. Each Secured Party agrees with the other Secured Parties and the Collateral Agent that (i) such Secured Party will not take any action whatsoever to enforce any term or provision of any Collateral Document or otherwise to realize the benefits of the Collateral, except through the Collateral Agent in accordance with this Agreement, and (ii) if the Majority Secured Parties shall instruct the Collateral Agent pursuant to Section 2.9 hereof to commence an action to foreclose on the Collateral Documents or the Collateral, such Secured Party (a) shall not thereafter commence any proceeding of its own seeking payment of any Obligation held by such Secured Party so long as such foreclosure action is pending, and (b) if such a proceeding shall be pending at the time such instructions are given to the Collateral Agent, shall promptly (but in no event later than the commencement of such foreclosure action) cause such proceeding to be discontinued, provided that if such Secured Party shall fail to discontinue such proceeding, the Collateral Agent is hereby authorized and directed by such Secured Party and the other Secured Parties to commence and maintain such foreclosure action on behalf of such other Secured Parties (excluding such Secured Party) and any distribution of amounts required by Section 4 hereof shall be made only to such other Secured Parties and the Collateral Agent as provided therein and, notwithstanding anything herein or in the Collateral Documents to the contrary, such Secured Party shall not be entitled to share therein. Notwithstanding the foregoing, nothing contained in this Section 3.4 shall prohibit any Secured Party from accelerating the maturity of, or demanding payment from the Borrower, THC or any other Guarantor on, any of the Obligations owing to such Secured Party or from filing a proof of claim in any Bankruptcy Proceeding if necessary to preserve such Secured Party's rights.
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Independent Actions. Guarantor waives any right to require that any action be brought by PE Member against any other Person, or that any other remedy under the Development Agreement, the Operating Agreement or any other Transaction Document be exercised. PE Member may, subject to compliance with any notice obligations set forth in the Transaction Documents, at its option, proceed against Guarantor in the first instance to collect monies when due or obtain performance under this Guaranty, without first resorting to the Development Agreement, the Operating Agreement or any other Transaction Document or any remedies thereunder.
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Related to Independent Actions

  • Independent Activities 14.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to:

  • 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 The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Auditor The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member, which may also be the Member’s independent auditor.

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Independent Parties This Agreement shall not be deemed to create any partnership, joint venture, or agency relationship between the Parties. Each Party shall act hereunder as an independent contractor.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

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