Nature of Relationship Contract Clauses (118)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Nature of Relationship clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Nature of Relationship. The Company acknowledges and agrees that in connection with the offering and the sale of the Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other han...d, exists; (ii) the Underwriters are not acting as advisors, experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely a commercial relationship, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. View More
Found in CVS contract
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Nature of Relationship. The Company acknowledges and agrees that in connection with the offering and the sale of the Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other han...d, exists; (ii) the Underwriters are not acting as advisors, experts or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely a commercial relationship, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company it may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. 30 15. Parties. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the respective directors and officers of the Underwriters, the respective affiliates of the Underwriters involved on behalf of any Underwriter in the distribution process for the Notes and the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (b) the indemnity agreement of the Underwriters contained in Section 7 of this Agreement shall be deemed to be for the benefit of directors of the Company, officers of the Company who signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this paragraph, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. View More
Found in Centene Corporation contract
Nature of Relationship. The Company acknowledges Obligors acknowledge and agrees agree that in connection with the offering and the sale of the Notes Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company Company, the Parent and any other perso...n, on the one hand, and the Underwriters, on the other hand, exists; (ii) the Underwriters are not acting as advisors, experts or otherwise, to the Company, Company or the Parent, including, without limitation, with respect to the determination of the public offering price of the Notes, Securities, and such relationship between the Company, Obligors, on the one hand, 24 and the Underwriters, on the other hand, is entirely and solely a commercial relationship, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company or the Parent shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company. Company or the Parent. The Company Obligors hereby waives waive any claims that the Company or the Parent may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. View More
Found in ROWAN COMPANIES PLC contract
Nature of Relationship. The Each of the Company and the Guarantors acknowledges and agrees that in connection with the offering and the sale of the Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company Company, any of the Guarantors and any other p...erson, on the one hand, and the Underwriters, on the other hand, exists; (ii) the Underwriters are not acting as advisors, experts or otherwise, to the Company, Company or any of the Guarantors, including, without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between the Company, Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, is entirely and solely a commercial relationship, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company and any of the Guarantors shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company and the Guarantors. Each of the Company and the Guarantors hereby waives any claims that the Company or any of the Guarantors may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering. View More
Found in O'Reilly Automotive contract
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Nature of Relationship. Director is an independent contractor and will not be deemed an employee of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits or otherwise. Except as authorized by the Board of Directors or the Corporation's Charter and Bylaws, or as allowed by law, Director shall not hold himself out as an agent of the Corporation or enter into any agreement or incur any obligations on the Corporation's behalf. This Agreement shall not be deemed an ...employment contract between the Corporation (or any of its subsidiaries or related companies) and Director. Director specifically acknowledges that the term of service provided by this Agreement is set forth in Section 7 below. View More
Found in Trafalgar Resources, Inc. contract
Nature of Relationship. Director Officer is an independent contractor and will not be deemed an employee of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits or otherwise. of othiswise. Except as authorized by the Board of Directors or the Corporation's Charter and Bylaws, or as allowed by law, Director Officer shall not hold himself out as an agent of the Corporation or enter into any agreement or incur any obligations on the Corporation's behalf. This Agr...eement shall not be deemed an employment contract between the Corporation (or any of its subsidiaries or related companies) and Director. Director Officer. Officer specifically acknowledges that the term of service provided by this Agreement is set forth in Section 7 below. View More
Found in KRONOS ADVANCED TECHNOLOGIES INC contract
Nature of Relationship. Director is an independent contractor and will not be deemed an employee of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits or otherwise. Except as authorized by the Board of Directors or the Corporation's Charter and Bylaws, or as allowed by law, Director shall not hold himself out as an agent of the Corporation or enter into any agreement or incur any obligations on the Corporation's behalf. This Agreement shall not be deemed an ...employment contract between the Corporation (or any of its subsidiaries or related companies) and Director. Director specifically acknowledges that the term of service provided by this Agreement is set forth in Section 7 below. 1 3. Corporation Information. The Corporation will supply to Director, at the Corporation's expense: a. periodic briefings on the business and operations of the Corporation; b. "director packages" (which will include but will not be limited to, for example, meeting agendas and Corporation reports) for each Board and Committee meeting, at a reasonable time before each meeting; c. Copies of minutes of all requested stockholders', directors' and Committee meetings; d. Any other materials that are required under the Charter and Bylaws or the charter of any Committee on which the Director serves; and e. Any other materials which may, in the reasonable judgment of Corporation, be necessary for performing the Services. View More
Found in AS Capital, Inc. contract
Nature of Relationship. Director is an independent contractor and will not be deemed an employee of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits or otherwise. Except as authorized by the Board of Directors or the Corporation's Charter and Bylaws, or as allowed by law, Director shall not hold himself out as an agent of the Corporation or enter into any agreement or incur any obligations on the Corporation's behalf. This Agreement shall not be deemed an ...employment contract between the Corporation (or any of its subsidiaries or related companies) and Director. Director specifically acknowledges that the term of service provided by this Agreement is set forth in Section 7 below. 1 3. Corporation Information. The Corporation will supply to Director, at the Corporation's expense: a. periodic briefings on the business and operations of the Corporation; b. "director packages" (which will include but will not be limited to, for example, meeting agendas and Corporation reports) for each Board and Committee meeting, at a reasonable time before each meeting; c. Copies of minutes of all requested stockholders', directors' and Committee meetings; d. Any other materials that are required under the Charter and Bylaws or the charter of any Committee on which the Director serves; and e. Any other materials which may, in the reasonable judgment of Corporation, be necessary for performing the Services. View More
Found in Tianci International, Inc. contract
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Nature of Relationship. (a) Independent Contractor Status. The Developer agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Developer is and will remain an independent contractor in its relationship to the Company. The Company shall no...t be responsible for withholding taxes with respect to the Developer's compensation hereunder. The Developer shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party. (b) Indemnification of Company by Developer. The Company has entered into this Agreement in reliance on information provided by the Developer, including the Developer's express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Developer is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Developer's own actions, the Developer shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Developer and/or the Company resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Developer's earnings had the Developer been on the Company's payroll and employed as an employee of the Company. View More
Found in Kannalife Inc contract
Nature of Relationship. (a) Independent Contractor Status. The Developer agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Developer is and will remain an independent contractor in its relationship to the Company. The Company shall no...t be responsible for withholding taxes with respect to the Developer's compensation hereunder. The Developer shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either both Party and a third party. (b) Indemnification of Company by Developer. The Company has entered into this Agreement in reliance on information provided by the Developer, including the Developer's express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Developer is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Developer's own actions, the Developer shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Developer and/or the Company resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Developer's earnings had the Developer been on the Company's payroll and employed as an employee of the Company. 12. WORK FOR HIRE. (a) Work for Hire. The Developer expressly acknowledges and agrees that all proprietary materials prepared by the Developer under this Agreement shall be considered "works for hire" and the exclusive property of the Company unless otherwise specified. These items shall include, but shall not be limited to, any and all deliverables resulting from the Developer's Services or contemplated by this Agreement, all tangible results and proceeds of the Services, works in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks, trade secrets, customer lists, databases, software, programs, middleware, applications, and solutions conceived, made, or discovered by the Developer, solely or in collaboration with others, during the Term of this Agreement relating in any manner to the Developer's Services. (b) Additional Action to Assign Interest. To the extent such work may not be deemed a "work for hire" under applicable law, the Developer hereby assigns to the Company all of its right, title, and interest in and to such work. The Developer shall execute and deliver to the Company any instruments of transfer and take such other action that the Company may reasonably request, including, without limitation, executing and filing, at the Company's expense, copyright applications, assignments, and other documents required for the protection of the Company's rights to such materials. (c) Notice of Incorporation of Existing Work. If the Developer intends to integrate or incorporate any work that it previously created into any work product to be created in furtherance of its performance of the Services, the Developer must obtain the Company's prior written approval of such integration or incorporation. If the Company, in its reasonable discretion, consents, the Company is hereby granted an exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Company. View More
Found in SPELZON CORP contract
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Nature of Relationship. Your relationship with Quanterix will be as a member of the Board and will not involve an employment or consulting relationship. In your role as a Director you will be asked to attend, either in person or by telephone at least six (6) regularly scheduled formal Board meetings a year and such other interim Board meetings or calls as may be appropriate and you may be asked to serve on one or more committees of the Board. Exhibit A to this Agreement sets forth the regularly scheduled formal Board m...eetings that are remaining for the 2017. As a member of the Board, you will be expected to learn Quanterix's business model and strategy, and use this knowledge as the basis for providing critique and guidance at Board and committee meetings. View More
Found in Quanterix Corp contract
Nature of Relationship. Your relationship with Quanterix will be as a member of the Board and will not involve an employment or consulting relationship. In your role as a Director you will be asked to attend, either in person or by telephone telephone: (i) at least six (6) regularly scheduled formal Board meetings a year and such other interim Board meetings or calls as may be appropriate and you may be asked to serve on (ii) any regularly scheduled and special meetings of one or more committees (1) committee of the Bo...ard. Board, which will be determined by Quanterix as soon as reasonably practicable following the Effective Date. Exhibit A to this Agreement sets forth the regularly scheduled formal Board meetings that are remaining for the 2017. calendar year of 2013 and are proposed for the calendar year of 2014. As a member of the Board, you will be expected to learn Quanterix's business model and strategy, and use this knowledge as the basis for providing critique and guidance at Board and committee meetings. View More
Found in Quanterix Corp contract
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