Separate Businesses Sample Clauses
The 'Separate Businesses' clause defines and distinguishes the different business operations or entities that a party may own or control, treating them as independent for the purposes of the agreement. In practice, this clause clarifies which activities, assets, or obligations pertain to each distinct business, often specifying that actions or liabilities of one business do not affect the others. Its core function is to prevent confusion or unintended legal consequences by ensuring that the rights and responsibilities under the contract are allocated only to the relevant business entity, thereby protecting each separate business from cross-liability or misattribution.
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Separate Businesses. Purchaser and Seller acknowledge, understand and agree that, unless Purchaser otherwise notifies Seller in writing, it is Purchaser’s intention to operate the Paper Business and Timber Business as separate businesses from and following the Closing Date. In furtherance of and notwithstanding anything in this Agreement inconsistent or contrary to the foregoing, to the extent any right, asset or benefit inures to Purchaser or any obligation or liability is imposed upon or is to be assumed by Purchaser under this Agreement (including indemnification obligations under Article XI hereof), the Exhibits and the other agreements or instruments referenced herein or therein that: (a) if Related to the Timber Business, such right, asset, benefit, obligation or liability shall be solely for the benefit of and the responsibility of the Purchaser and only those of its Affiliates, if any, designated by Purchaser at Closing to acquire the Assets and assume the Liabilities Related to the Timber Business and their respective successors and assigns (“Purchaser’s Timber Entities”) and (b) if Related to the Paper Business, such right, asset, benefit, obligation or liability shall be solely for the benefit and the responsibility of the Designated Affiliates of Purchaser designated by Purchaser at Closing to acquire the Assets and assume the Liabilities Related to the Paper Business and their respective successors and assigns (“Purchaser’s Paper Entities”). For the avoidance of doubt, in no event shall Seller or any of its Affiliates be entitled under this Agreement, the Exhibits or any other agreement or instrument referenced herein or therein to make any claim against, or seek recovery from, by or through (i) any of Purchaser’s Timber Entities for matters Related to the Paper Business or (ii) any of Purchaser’s Paper Entities for matters Related to the Timber Business.
Separate Businesses. Partners may engage in any other business, investment or profession, including the investment and the ownership, financing, development, operation and management of real property, and neither the Joint Venture nor any other Partner shall have any rights in and to any said business, profession or investment or the income or the profits derived therefrom by reason of this Agreement.
Separate Businesses. HRC and Medovex shall retain separate accounting and contracting relationships with any customers they may have in common and neither Party will be required to pay a cross-compensation or referral fee to the other Party; each Party shall retain the entire revenue generated by its sales of products or services. Neither Party shall be a reseller, sales representative or distributor of the other Party's products, but may provide initial referrals to such Party as detailed in this Agreement.
Separate Businesses. Except as and to the extent, if any, specifically set forth this Agreement, neither ES nor GS nor any of their respective affiliates shall have any involvement in or rights with respect to the business activities of the other party or its affiliates. Except as and to the extent, if any, specifically set forth in this Agreement, neither ES nor GS nor any of their respective affiliates shall be considered a partner, co-partner or joint venturer of the other party, but shall be deemed to be independent of the other and as operating separate businesses. Neither ES nor GS shall have any authority or right, express or implied, or hold itself out as having the authority or right, to bind, commit or act as agent for the other party in any way, nor will either party have the right to use the name of the other party, except as and to the extent, if any, specifically set forth in this Agreement.
Separate Businesses. The Contract Engineer has no capital or personal links with the Contractor.
Separate Businesses. Inżynier Kontraktu nie jest powiązany kapitałowo ani osobowo z Projektantem ani którymkolwiek z Wykonawców. The Contract Engineer has no capital or personal links with the Designer or any of the Contractors.
Separate Businesses. 21.1 If we recommend that you use a particular separate business, we shall do so in good faith and because we believe it to be in your best interests. We will not be responsible to you for the appropriateness or accuracy of the advice given by any third party, or for payment of their costs, fees and expenses.
21.2 In appropriate circumstances, we will refer you to separate businesses owned by or connected to JMW. We should emphasise that all advice given by any of our separate businesses will be independent, offering a complementary service that has been recommended with your best interests in mind.
21.3 You should be aware that if any separate business is not another firm of solicitors, then you will not be afforded the regulatory protection of the Solicitors Regulation Authority (SRA), the SRA’s Codes of Conduct and SRA Indemnity Insurance Rules, nor shall you be entitled to the benefit of the SRA Compensation Fund. Please contact us if you have any questions about these arrangements.