Grouped Into 10 Collections of Similar Clauses From Business Contracts
This page contains Relationship clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Compan...y with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.View More
Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Compan...y with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 21 14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. View More
Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Compan...y with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 10 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Underwriters irrevocably agree to waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of any of the parties hereto related to or arising out of this Agreement or the performance of services hereunder. View More
Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Compan...y with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 23 14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. View More
Relationship. Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager as an employee, agent or representative of, or in association with or in partnership with, the Company; instead, this Agreement shall only constitute the Dealer Manager as a dealer authorized by the Company to sell and to manage the sale by others of the Shares according to the terms set forth in the Registration Statement and the Prospectus as amended and supplemented and in this Agreement.
Relationship. Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager as an employee, agent or representative of, or in association with or in partnership with, the Company; instead, this Agreement shall only constitute the Dealer Manager as a dealer authorized by the Company to sell and to manage the sale by others of the Shares according to the terms set forth in the Registration Statement and the Prospectus as amended and supplemented and in this Agreement. 17 18. Effec...tive Date. This Agreement is made effective between the parties as of the date accepted by the Dealer Manager as indicated by its signature to this Agreement. View More
Relationship. Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager as an employee, agent or representative of, or in association with or in partnership with, the Company; instead, this Agreement shall only constitute the Dealer Manager as a dealer authorized by the Company to sell and to manage the sale by others of the Shares according to the terms set forth in the Registration Statement and the Prospectus as amended and supplemented and in this Agreement. 18 16. Effec...tive Date. This Agreement is made effective between the parties as of the date accepted by you as indicated by your signature to this Agreement. View More
Relationship. 1.1. Employment. The Company hereby retains Executive as the Chief Executive Officer of the Company, performing such duties and accepting such obligations as are ordinary and customary to such positions at similarly situated companies, and for all such duties as may, from time to time, reasonably be assigned to Executive by the Board. Executive hereby accepts such assignment and during the employment relationship shall devote his full business time, skill, energy and attention to the Company; pr...ovided, that Executive may engage in civic and charitable activities that do not materially interfere with the performance of Executive's duties hereunder and may be permitted to serve on corporate boards (subject to the restrictive covenants set forth in Section 3 and in the LLC Agreement (defined below)) that also do not materially interfere with the performance of Executive's duties hereunder with the approval of the Board, which will not be unreasonably withheld. Executive shall also be required to comply with the Company's written policies and procedures, which at its sole discretion may be amended from time to time (which will be communicated to Executive). Executive shall perform Executive's duties in a diligent, trustworthy, loyal and business-like manner, all for the sole purpose of advancing the business of the Company. The Company acknowledges that (a) Executive has ownership interests that include an ongoing stake in the financial performance of his prior employer, Cydcor, and (b) after fully disclosing this interest, Executive has discussed with Company management whether to engage Cydcor for certain services. The Company hereby waives any objection to Executive engaging Cydcor to provide services, so long as the work serves the Company's legitimate business interests and is done on fair market terms. 1.2. Notice. Executive's employment with the Company shall be at will, provided that to the extent practicable, the Company and Executive shall each provide the other with at least thirty (30) days' notice of termination, which notice shall set forth in detail the grounds therefor, including reference to the applicable Section(s) of this Agreement.View More
Relationship. 1.1. Employment. The Company hereby retains Executive as the Chief Executive Officer of the Company, performing such duties and accepting such obligations as are ordinary and customary to such positions at similarly situated companies, and for all such duties as may, from time to time, reasonably be assigned to Executive by the Board. Executive hereby accepts such assignment and during the employment relationship shall devote his full business time, skill, energy and attention to the Company; pr...ovided, that Executive may engage in civic and charitable activities that do not materially interfere with the performance of Executive's duties hereunder and may be permitted to serve on corporate boards (subject to the restrictive covenants set forth in Section 3 and in the LLC Agreement (defined below)) Agreement) that also do not materially interfere with the performance of Executive's duties hereunder with the approval of the Board, which will not be unreasonably withheld. Executive shall also be required to comply with the Company's written policies and procedures, which at its sole discretion may be amended from time to time (which will be communicated to Executive). Executive shall perform Executive's duties in a diligent, trustworthy, loyal and business-like manner, all for the sole purpose of advancing the business of the Company. The Company acknowledges that (a) Executive has ownership interests that include 1.2. Term. Unless terminated at an ongoing stake earlier date in accordance with Section 5 of this Agreement, the financial performance initial term of his prior employer, Cydcor, and (b) after fully disclosing this interest, Executive has discussed with Company management whether to engage Cydcor for certain services. The Company hereby waives any objection to Executive engaging Cydcor to provide services, so long as the work serves the Company's legitimate business interests and is done on fair market terms. 1.2. Notice. Executive's employment hereunder shall be for a period of thirty six (36) months, commencing on the Effective Date (the "Initial Term"). This Agreement shall be renewed for successive twelve (12) month periods (each, a "Renewal Term" and collectively along with the Company shall be at will, provided that to Initial Term, the extent practicable, "Term") upon the Company expiration of the Initial Term and Executive shall each provide any Renewal Term unless either party hereto notifies the other with in writing at least thirty (30) days' notice of termination, which notice shall set forth in detail the grounds therefor, including reference days prior to the expiration of the Initial Term or any applicable Section(s) of this Agreement. Renewal Term. View More
Relationship. 1.1. Employment. The Company hereby retains Executive as its Executive Vice President of Finance to the Company performing such duties and accepting such obligations as are ordinary and customary to such a position at similarly situated companies, and for all such duties as may, from time to time, be assigned to Executive by the Company through the Board of Managers (the "Board") of RW National Holdings, LLC, a Delaware limited liability company ("Holdings") and Chief Executive Officer of the Co...mpany. Executive hereby accepts such assignment and during the employment relationship shall devote Executive's full business time, skill, energy and attention to the Company. Executive shall also be required to comply with the Company's policies and procedures, which at its sole discretion may be amended from time to time. Executive shall perform Executive's duties in a diligent, trustworthy, loyal and business-like manner, all for the sole purpose of advancing the business of the Company. 1.2. Term. Executive's employment with the Company shall begin on February 5, 2018. Executive's employment with the Company is at-will. Subject to the provisions in Section 4 of this Agreement, the Company may terminate the employment relationship with or without cause and with our without notice.View More
Relationship. 1.1. Employment. The Company hereby retains Executive on an "at-will" basis as its Executive Vice President of Finance to the Company Chief Technology Officer, performing such duties and accepting such obligations as are ordinary and customary to such a position at similarly situated companies, and for all such duties as may, from time to time, be assigned to Executive by the Company by or through the Board of Managers (the "Board") of RW National Holdings, LLC, a Delaware limited liability comp...any ("Holdings") and Chief ("Holdings"), the officers of Holdings or the Company or the manager or managers, in each case supervising the Executive Officer of the Company. (collectively, "RW Management"). Executive hereby accepts such assignment and during the employment relationship shall devote Executive's full business time, skill, energy and attention to the Company. RW Companies (as such term is defined below). Executive shall also be required to comply with the Company's RW Companies policies and procedures, which at its sole discretion may be amended from time to time. Executive shall perform Executive's duties in a diligent, trustworthy, loyal and business-like manner, all for the sole purpose of advancing the business of the Company. 1.2. Term. Executive's employment with the Company shall begin on February 5, 2018. Executive's employment with the Company is at-will. Subject to the provisions in Section 4 of this Agreement, the Company may terminate the employment relationship with or without cause and with our without notice. RW Companies. View More
Relationship. The arrangement with the Company is for no specific period of time. Your agreement with the Company will be "at will," meaning that either you or the Company may terminate at any time and for any reason, with or without cause, upon 30 days prior written notice.
Relationship. The Your arrangement with the Company is for no specific period of time. Your agreement employment with the Company will be "at will," meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause, upon 30 days prior written notice.
Relationship. This Agreement will apply to my employment relationship with the Company. If that relationship ends and the Company, within a year thereafter, either re-employs me or engages me as a consultant, I agree that this Agreement will also apply to such later employment or consulting relationship, unless the Company and I otherwise agree in writing. Any such employment or consulting relationship between the Company and me, whether commenced prior to, upon or after the date of this Agreement, is referre...d to herein as the "Relationship." 2. Duties. I will perform for the Company such duties as may be designated by the Company from time to time or that are otherwise within the scope of the Relationship and not contrary to instructions from the Company. During the Relationship, I will devote my entire best business efforts to the interests of the Company and will not engage in other employment or in any activities detrimental to the best interests of the Company without the prior written consent of the Company.View More
Relationship. This Agreement will apply to my employment employee relationship with the Company. If that relationship ends and the Company, within a year thereafter, either re-employs employs me or engages re-engages me as a consultant, I agree that this Agreement will also apply to such later employment or consulting relationship, unless the Company and I otherwise agree in writing. Any such employment or consulting relationship between the Company and me, whether commenced prior to, upon or after the date o...f this Agreement, is referred to herein as the "Relationship." 2. Duties. I will perform for the Company such duties as may be designated by required pursuant to my employee agreement with the Company from time to time or that are otherwise within the scope of the Relationship and not contrary to instructions from the Company. During the Relationship, I will devote my entire best business efforts to the interests of the Company and will not engage in other employment or in any activities detrimental to the best interests of the Company without the prior written consent of the Company. (the "Employee Agreement"). View More
Relationship. For the avoidance of doubt, all obligations of the Investor hereunder are separate and several from the obligations of any Other Investor. Each party to this Subscription Agreement acknowledges that the decision of the Investor to purchase the Shares pursuant to this Subscription Agreement has been made by the Investor independently of any Other Investor or any other investor in the Company or PFDR and independently of any information, materials, statements or opinions as to the business, affair...s, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, PFDR or any of their respective subsidiaries which may have been made or given by any Other Investor or investor in the Company or PFDR or by any agent or employee of such Other Investor or investor, and neither the Investor nor any of its agents or employees shall have any liability to any Other Investor or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by the Investor or investor pursuant hereto or thereto, shall be deemed to constitute the Investor and Other Investors or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investor and Other Investors or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitations the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Investor or investor to be joined as an additional party in any proceeding for such purpose. 19 14. Disclosure. PFDR shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the "Disclosure Document") disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transaction and any other material, nonpublic information that PFDR has provided to the Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the actual knowledge of PFDR and the Company, the Investor shall not be in possession of any material, non-public information received from PFDR or the Company or any of their respective officers, directors, or employees or agents, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with PFDR, the Company or any of their respective affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, neither PFDR nor the Company shall publicly disclose the name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of its affiliates or advisers in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of the Investor, except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities, (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which PFDR's securities are listed for trading or (iii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 14.View More
Relationship. For the avoidance of doubt, all obligations of the Investor hereunder are separate and several from the obligations of any Other Investor. Each party to this Subscription Agreement acknowledges that the decision of the Investor to purchase the Shares pursuant to this Subscription Agreement has been made by the Investor independently of any Other Investor or any other investor in the Company or PFDR and independently of any information, materials, statements or opinions as to the business, affair...s, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, PFDR or any of their respective subsidiaries which may have been made or given by any Other Investor or investor in the Company or PFDR or by any agent or employee of such Other Investor or investor, and neither the Investor nor any of its agents or employees shall have any liability to any Other Investor or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by the Investor or investor pursuant hereto or thereto, shall be deemed to constitute the Investor and Other Investors or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investor and Other Investors or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitations the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Investor or investor to be joined as an additional party in any proceeding for such purpose. 19 14. Disclosure. PFDR shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the "Disclosure Document") disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transaction and any other material, nonpublic information that PFDR has provided to the Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the actual knowledge of PFDR and the Company, the Investor shall not be in possession of any material, non-public information received from PFDR or the Company or any of their respective officers, directors, or employees or agents, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with PFDR, the Company or any of their respective affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, neither PFDR nor the Company shall publicly disclose the name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of its affiliates or advisers in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of the Investor, except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities, (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which PFDR's securities are listed for trading or (iii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 14.View More
Relationship. The Company and Consultant each acknowledge and agree that the only relationship of the Consultant to the Company created by this Agreement shall for all purposes be that of an independent contractor, and all Persons employed or engaged by the Consultant in connection herewith shall for all purposes be employed or engaged, as applicable, by the Consultant and not by the Company. The Company shall have no obligation whatsoever to: (a) pay or compensate the Consultant and / or any representative t...hereof for: (i) taxes of any kind whatsoever that arise out of or with respect to any fee, remuneration or compensation provided to the Consultant under this Agreement; (ii) holding any position with the Company; (b) provide benefits to the Consultant and/ or any representative thereof relating to: (i) sickness or accident, whether resulting from the performance by the Consultant of its obligations under this Agreement; CONFIDENTIAL 2 (ii) retirement or pension benefits; or (iii) any other benefits provided by the Company or any of the Affiliated Companies to any of their employees.View More
Relationship. The Company and Consultant Contractor each acknowledge and agree that the only relationship of the Consultant Contractor to the Company created by this Agreement shall for all purposes be that of an independent contractor, and all Persons employed or engaged by the Consultant Contractor in connection herewith shall for all purposes be employed or engaged, as applicable, by the Consultant Contractor and not by the Company. The Company shall have no obligation whatsoever to: (a) pay or compensate ...the Consultant Contractor and / or any representative thereof for: (i) taxes of any kind whatsoever that arise out of or with respect to any fee, remuneration or compensation provided to the Consultant Contractor under this Agreement; (ii) holding any position with the Company; (b) provide benefits to the Consultant Contractor and/ or any representative thereof relating to: (i) sickness or accident, whether resulting from the performance by the Consultant Contractor of its obligations under this Agreement; CONFIDENTIAL 2 (ii) retirement or pension benefits; or (iii) any other benefits provided by the Company or any of the Affiliated Companies to any of their employees. CONFIDENTIAL 2 10. The Contractor shall fully indemnify and hold harmless the Company from and against all assessments, claims, liabilities, costs, expenses and damages that the Company may suffer or incur with respect to any such taxes or benefits. View More
Relationship. This agreement does not create, and shall not be construed to create, any joint venture or partnership between the parties, and may not be construed as an employment agreement. No officer, employee, agent, servant, or independent contractor of Consultant nor its affiliates shall at any time be deemed to be an employee, agent, servant, or broker of the Company for any purpose whatsoever solely as a result of this Agreement, and Consultant shall have no right or authority to assume or create any o...bligation or liability, express or implied, on the Company's behalf, or to bind the Company in any manner or thing whatsoever.View More
Relationship. This agreement does not create, and shall not be construed to create, any joint venture or partnership between the parties, and may not be construed as an employment agreement. No officer, employee, agent, servant, or independent contractor of Consultant Event Organizer nor its affiliates shall at any time be deemed to be an employee, agent, servant, or broker of the Company for any purpose whatsoever solely as a result of this Agreement, and Consultant Event Organizer shall have no right or aut...hority to assume or create any obligation or liability, express or implied, on the Company's behalf, or to bind the Company in any manner or thing whatsoever. View More
Relationship. Consultant shall be an independent contractor and not an employee of the Company. The Contractor shall pay all expenses related to Contractors services hereunder, including insurance, license and permit fees related to Contactor's business. Notwithstanding the foregoing, the Company may (but shall not be obligated) to pay or reimburse the Contractor for some expenses, provided however that any expenses must first be agreed in writing (including by email) by the Company to be eligible for reimbur...sement. The Contractor shall be responsible to pay all city, state, county and federal taxes for compensation earned hereunder. This Agreement shall not be construed to create between the Company and Consultant the relationship of principal or agent, employer and employee, joint venturers or co-partners. All intellectual property, ideas, innovation, discoveries, inventions and other rights that are developed, in whole or in part, by the Consultant or its affiliates during the course of Consultant's engagement hereunder shall be deemed the sole property of the Company.View More
Relationship. Consultant Consultants shall be an independent contractor contractors and not an employee employees of the Company. The Contractor Contractors shall pay all expenses related to Contractors services hereunder, including insurance, license and permit fees related to Contactor's business. Notwithstanding the foregoing, the Company may (but shall not be obligated) to pay or reimburse the Contractor Contractors for some expenses, provided however that any expenses must first be agreed in writing (inc...luding by email) by the Company to be eligible for reimbursement. The Contractor Contractors shall be responsible to pay all city, state, county and federal taxes for compensation earned hereunder. This Agreement shall not be construed to create between the Company and Consultant Consultants the relationship of principal or agent, employer and employee, joint venturers ventures or co-partners. All intellectual property, ideas, innovation, discoveries, inventions and other rights that are developed, in whole or in part, by the Consultant or its affiliates during the course of Consultant's engagement hereunder shall be deemed the sole property of the Company.View More
