Document-Id: 911000, Please cite as: "http://www.trans-lex.org/911000"

Principle

No. II.1 - Prerequisites and effects of agency

Where an agent acts on behalf of a principal within the scope of his authority which has been granted to him expressly or can be implied from the circumstances, his acts bind the principal and the third party unless it follows from the circumstances of the case that the agent undertakes to bind himself only.

CommentaryReferencesContract ClausesDiscussion

Commentary

1 If the prerequisites of the Principle are met, the contract is concluded between the third party and the party which has granted the authority to the agent (the "principal").

2 The scope of the agent's authority must be determined through interpretation of the terms of the power of attorney (in case of an express authority) or the principal's conduct or other circumstances from which the principal's intention to confer authority on the agent can be inferred (implied authority). Even absent an express or implied authority, the acts of the agent may bind the principal vis-à-vis the third party in a case of apparent authority.

3 The authority of organs or officers of corporations are not governed by the Principle, but by special rules of domestic corporation law.


Please cite as: "Commentary to Trans-Lex Principle , http://www.trans-lex.org/911000"
 

References

 

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Arbitral AwardsDoctrineInternational LegislationModel LawsNational LegislationPrinciples / Restatements

Arbitral Awards

CRCICA Award no. 2/1994, in: Mohie Eldin I. Alam Eldin, Arbitral Awards of the Cairo Regional Centre of International Commercial Arbitration, The Hague 2000, 141  ICC Award No. 143, World Trade, November 1932, at 11 et seq.ICC Award No. 6962 of 1992, YCA 1994, at 184 et seq.ICC Award No. 7110, 10 ICC Bull. No. 2, 1999, at 1029 et seq. 

Doctrine

Hanisch, Hans, Das Genfer Abkommen über die Stellvertretung bei internationalen Wareneinkäufen von 1983, in: Festschrift Giger, Bern 1989, at 251 et seq.Jenks, Edward et al., A Digest of English Civil Law, London, Sydney, Calcutta, Winnipeg, Wellington 1921.Kersley, R.H., M.A., LL.M./ Broom, Herbert, LL.D., A Selection of Legal Maxims, 10th ed. London, 1939Ripert, Georges, Les Règles du Droit Civil Applicables aux Rapports Internationaux (Contribution à l'Etude des Principes Généraux du Droit Visés au Statut de la Cour Permanente de Justice Internationale), 44 Rec.Cours 1933-II, at 569 et seq.Schmitthoff, Clive, Agency in International Trade, A Study in Comparative Law, 117 Rec.Cours 1970-I, at 115 et seq. 

International Legislation

Convention on Agency in the International Sale of Goods (Geneva, 17 February 1983). 

Model Laws

A Contract Code: Drawn up on Behalf of the English Law CommissionCode Européen des Contrats - European Contract CodeDraft Common Frame of Reference (EU) - DCFR (2008)OHADA Uniform Act Relating to General Commercial Law (Translation) 

National Legislation

Bürgerliches Gesetzbuch - German Civil CodeCivil Code QuébecContract Law of the People's Republic of ChinaDanish Contracts ActEthiopian Civil CodeGIW GDRNieuw Burgerlijk Wetboek - New Netherlands Civil Code ( Dutch Civil Code )Russian Civil Code 

Principles / Restatements

Draft Common Frame of Reference (DCFR) - Outline Edition (2009)
Principles of European Contract Law - PECLUNIDROIT Principles of International Commercial Contracts 

Contract Clauses

 

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1. Contractual Clause Ruling AgencySales & Purchase ContractServices ContractAccounts Receivable AgreementConstruction & O&M ContractLoan Contract2. Clause expressly excluding Authority to Act as an AgentSales & Purchase ContractServices ContractConstruction & O&M ContractLoan ContractAsset Management AgreementJoint Venture
1. Contractual Clause Ruling AgencySales & Purchase ContractAppointment of Sellers´ Representative
Each Seller hereby appoints the person determined under (...) as the „Sellers' Representative“ who shall have the authority, for and in behalf of the Sellers, to take such actions and exercise such discretion as are required pursuant to the terms of this Agreement and any related document or instrument and any such actions shall be binding on each Seller including without limitation (...) to perform the obligations and exercise the obligations or rights allocated to the Sellers hereunder and any related document or instrument, including the settlement of claims and disputes with Purchaser (...). A decision, act, consent or instruction of the Sellers' Representative shall constitute a decision for all Sellers hereunder, including any decision, act, consent or instruction affecting the amount of the Purchase Price, if any, and shall be final, binding and conclusive upon each Seller, and the Purchaser may rely upon any such decision, act, consent or instruction of the Sellers' Representative as being the decision, act, consent or instruction of all Sellers
2004
 Services ContractLiability Limitations of Third Parties
The Company is authorized to select all necessary third parties as required to transport the goods, all of whom shall be considered as the agents of the Purchaser and subject to all conditions as to limitation of liability and to all rules and regulations and conditions appearing in bills of lading or receipts issued by such third parties. The Company shall not be liable for any loss, damage, expense or delay to the goods for any reason whatsoever when the goods are in the possession of third parties - (International Contracting: Law and Practice – Larry A. DiMatteo – §7.12 – S. 251)
Transition Assistance
Until such time as the Distribution Agreement is terminated and Y is no longer distributing Products in accordance with the Distribution Agreement, Y hereby appoints X as its sales agent to assist Y in fulfilling Y's obligations under the Distribution Agreement and to carry out Y's sales, marketing and customer support activities regarding the Products on Y's behalf and in Y's name with existing and new Y Product customers. X is hereby authorized to communicate with existing and potential Customers regarding the Products, and to accept Product purchase orders on Y's behalf from existing Product customers, each on Y's behalf and in Y's name; provided that the purchase order terms are consistent with existing Y policies and procedures (...)
2005
Collateral Agent Appointed Attorney-in-Fact
The Pledgor hereby appoints the Collateral Agent the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Collateral Agent's discretion to take any action, and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, indorse and collect all instruments made payable to the Pledgor representing any interest payment, dividend or other distribution in respect of the Collateral or any part thereof.
2005
Administration of the Collateral
The Collateral Agent shall hold the Collateral and any Lien thereon for the benefit of the Secured Parties pursuant to the terms of this Agreement and the other Security Documents to which the Collateral Agent is a party. The Collateral Agent shall administer the Collateral in the manner contemplated by the Security Documents and the other Loan Documents to which it is a party. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to it under the Security Documents, the other Loan Documents and Governmental Rule and, except as otherwise expressly provided in the Security Documents or the other Loan Documents, as shall be directed in writing by the Loan Servicer.
2009
Engagement
The Company hereby engages the Administrator to provide, upon the Company's request, the Services specified herein, and the Administrator hereby accepts such engagement, all in accordance with the terms of this Agreement. The Company and the Administrator each acknowledge that to the extent set out in this Agreement, the Administrator is acting solely on behalf of, as agent of and for the account of, the Company. The Administrator shall advise Persons with whom it deals on behalf of the Company that it is conducting such business for and on behalf of the Company
2010
Certificates of Title
The Collateral Agent hereby grants to the Servicer a power of attorney to take any and all actions, in the name of the Collateral Agent, (i) to note the Collateral Agent as the holder of a first lien on the Certificates of Title for the {X} Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the {X9 Vehicles is in the name of the Collateral Agent and (ii) to release the Collateral Agent's Lien on any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement (...). Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the {X} Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section {X}, the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the {X} Vehicles pledged for the benefit of each Segregated Series substantially in the form of Exhibit {X}. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney.
2010
The Collateral Agent
(...) The Collateral Agent is hereby irrevocably appointed the true and lawful attorney-in-fact of each of the Secured Parties, in its name and stead, for such purposes as are necessary or desirable to effectuate the provisions of this Agreement, including, without limitation, in exercising remedies upon or otherwise dealing with the Vehicle Collateral. Each such power of attorney is irrevocable and coupled with an interest. If any Secured Party represents in writing to the Collateral Agent that it has the right to act with respect to its Related Vehicle Collateral pursuant to the Related Documents, the Collateral Agent may conclusively rely upon such representation and shall exercise any and all rights, remedies, powers and privileges available to such Secured Party with respect to its Related Vehicle Collateral to the extent and in the manner directed by such Secured Party (...)
2010
Power of Attorney
X (...) does hereby make, constitute and appoint Y, as Servicer, its true and lawful Attorney(s)-in-Fact for it and in its name, stead and behalf to execute any and all documents and instruments (i) to note the Collateral Agent as the holder of a first Lien on the Certificates of Title relating to the [Vehicles] leased pursuant to the Segregated Series Lease relating to [ ], and/or otherwise ensure that the first Lien shown on any and all such Certificates of Title is in the name of the Collateral Agent, (ii) to release the Collateral Agent's Lien on any such Certificate of Title, in connection with the sale or disposition of any Vehicle permitted pursuant to the provisions of Section {X} of the Collateral Agency Agreement (...)
2010
Duties of the Administrator
The Administrator agrees to perform all its duties as Administrator under the Related Documents to the extent relating to the Collateral or the Note Obligations (...) the Administrator shall prepare, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Base Indenture (...)
2011
Power of Attorney
The Issuer shall execute and deliver to the Administrator, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney (...) appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions that the Administrator has agreed to prepare, file or deliver pursuant to this Agreement; provided, however that any such power of attorney shall be revoked if required pursuant to and in accordance with the terms of (...)
2011
 Accounts Receivable AgreementPower of Attorney
Borrower irrevocably appoints Bank and its successors and assigns as Borrower's attorney-in-fact and authorizes Bank to (...) prepare, file and sign Borrower's name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien (...) execute on Borrower's behalf any instruments, documents, or financing statements to perfect Bank's interests in the Financed Receivables and Collateral (...) do all acts and things necessary or expedient in connection with the foregoing (...)
2003
Power of Attorney
Borrower irrevocably appoints Bank and its successors and assigns it attorney-in-fact and authorizes Bank during an Event of Default to sell, assign, transfer, pledge, compromise, or discharge all or any part of the Financed receivables; demand, collect, sue and give releases to any Account Debtor for monies due and compromise, prosecute, or defend any action, claim, case or proceeding about the Financed Receivables (...) prepare, file and sign Borrower's name on any notice, claim, assignment, demand, draft, or notice (...)
2003
 Construction & O&M ContractSite Representative
The representative of either party who, from the start of the Contractor's work on the Site until the Works have been taken over, shall be authorised to make decisions on behalf of that party concerning the day to day management of operations relating to the work on Site, and have such further powers as are assigned to him by such party and notified to the other party
2001
 Loan ContractPower of Attorney
Borrower irrevocably appoints Bank and its successors and assigns as attorney-in-fact and authorizes Bank and its successor and assigns, to: (a) following the occurrence and during the continuance of an Event of Default, (i) sell, assign, transfer, pledge, compromise, or discharge all or any part of the Financed Receivables; (ii) demand, collect, sue, and give releases to any Account Debtor for monies due and compromise, prosecute, or defend any action, claim, case or proceeding about the Financed Receivables, including filing a claim or voting a claim in any bankruptcy case in Bank's or Borrower's name, as Bank chooses; and (iii) prepare, file and sign Borrower's name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics' lien or similar document; and (b) regardless of whether an Event of Default has occurred and is continuing, (i) notify all Account Debtors to pay Bank directly; provided, however, prior to the occurrence and continuance of an Event of Default, Bank will notify Borrower prior to making any direct contact with an Account Debtor of Borrower; (ii) receive, open, and dispose of mail addressed to Borrower; (iii) endorse Borrower's name on checks or other instruments (to the extent necessary to pay amounts owed pursuant to any of the Loan Documents); and (iv) execute on Borrower's behalf any instruments, documents, financing statements to perfect Bank's interests in the Financed Receivables and Collateral and do all acts and things necessary or prudent, as determined solely and exclusively by Bank, to protect or preserve, Bank's rights and remedies under the Loan Documents, as directed by Bank.
2011
Power of Attorney
Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower's name on any checks or other forms of payment or security; (b) sign Borrower's name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower's insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower's name on any documents necessary to perfect or continue the perfection of Bank's security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank's foregoing appointment as Borrower's attorney in fact, and all of Bank's rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank's obligation to provide Credit Extensions terminates.
2011
Appointment and Authorization
Each Lender irrevocably appoints and authorizes the Administrative Agent to take such action as agent on such Lender's behalf and to exercise such powers under the Financing Documents as are delegated to the Administrative Agent by the terms thereof, together with all such powers as are reasonably incidental thereto.
2011
Power of Attorney
Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower's name on any checks or other forms of payment or security; (b) sign Borrower's name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower's insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower's name on any documents necessary to perfect or continue the perfection of Bank's security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank's foregoing appointment as Borrower's attorney in fact, and all of Bank's rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank's obligation to provide Credit Extensions terminates.
2012
 2. Clause expressly excluding Authority to Act as an AgentSales & Purchase ContractMiscellaneous
Seller shall advise Purchaser of a person or legal entity that is authorised to make and accept with legally binding effect for it all declarations under this Agreement or in consummation hereof (...) each party shall be personally responsible for the fulfilment of all obligations, if any, vis-à-vis brokers or finders retained by that party in respect of the transactions agreed herein

The parties to this MOU are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power, or authority to enter into any contract, commitment or agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party
No Warranties
(...) No Agent, Distributor, or Representative is authorized to make any Warranties on behalf of a Company or to assume for a Company any other liability
Independent Contractor
The Parties shall act as independent contractors in the performance of this Agreement. Neither Party shall act as agent for or partner of the other Party – International Contracting: Law and Practice – Larry A. DiMatteo – §2.05 B – S. 28
No Agency-No Partnership Clause
The relationship between the Company and Distributor under this Agreement is that of seller and buyer. Distributor is, and shall remain, an independent contractor. This Agreement does not create any partnership, joint venture, association or syndicate among or between any of the parties. Decisions made by Distributor regarding a customer´s credit and all matters relating to billing and invoices to customers shall be made by Distributor and at Distributor´s sole and exclusive risk - (International Contracting: Law and Practice – Larry A. DiMatteo – §9.03 – S. 329)
Authorization and Action
Each Purchaser hereby designates and appoints X to act as its “Administrative Agent” hereunder and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement (...) The Administrative Agent will not have any duties or responsibilities, except those expressly set forth herein (...) or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement (...) or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent will act solely as Administrative Agent for X and the Purchasers and does not assume nor will be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any of such Seller Party's successors or assigns (...)
2003
Appointment and Authorization
Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints X as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer (...)
2004
Independent Contractors
The parties acknowledge and agree that they are dealing with each other as independent contractors. Neither this Agreement nor any terms and conditions contained in this Agreement may be construed to: (a) give any party the power to direct and control the day-to-day activities of any of the other; (b) create or constitute a partnership, joint venture, franchise, employment or agency relationship between or among the parties; or (c) allow any party to create or assume any obligation on behalf of the other party for any purpose whatsoever. No party owes the other party or any third party any compensation for performing the actions contemplated by this Agreement except as expressly set forth in this Agreement. Without limiting the generality of this Section X, each party agrees that, without the prior written consent of the other party, it will not file any Tax election, Tax report, or Tax return (or take any position in any audit, administrative proceeding, or judicial proceeding related to Taxes) that is inconsistent with the parties being treated as independent contractors.
2009
No Agency
The Parties are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between the Parties.
2010
 Services ContractServices by Third Parties
Unless the Company carries, stores or otherwise physically handles the shipment, and the loss, damage, or delay occurs during such activity, the Company assumes no liability as a carrier, but undertakes only to use reasonably care in the selection of carriers, truckmen, lightermen, forwarders, customhouses brokers, warehousemen, and others to whom it may entrust the goods for delivery unless a separate bill of lading or other contract of carriage is issued by the Company, in which event the terms thereof shall govern - International Contracting: Law and Practice – Larry A. DiMatteo – §7.12 – S. 251
Independent contractor
The services of the Consultant are to be rendered in the capacity of an independent contractor and not as an employee of the Company. Consultant shall file all income tax forms required of an independent Contractor. Consultant shall have complete control over its method of providing services and the Company will not exercise direct or implied authority over Consultants's work, nor have supervisory power over the procedures employed by the Consultant in providing its services – International Contracting: Law and Practice – Larry A. DiMatteo – §8.05 – S. 281
Consulting Agreements (Relationship of Parties)
The Company and the Consultant acknowledge and agree that the Consultant is an independent contractor and not an employee, partner, or joint venturer with the Company. The Company may perform services of any nature whatsoever for its own account or for clients other than the Company. The Consultant shall not sign documents on behalf of or bind the Company in any manner without the prior written consent of the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor's compensation hereunder. The Contractor 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 – International Contracting: Law and Practice – Larry A. DiMatteo – §8.06 – S. 285
Non-Partnership Clause
The licensee is an independent company. Nothing in this agreement is intended to represent that the licensee is to act as an agent or partner of the licensor. The licensee is not granted any rights or authority, express or implied, to bind the licensor in any manner - (International Contracting: Law and Practice – Larry A. DiMatteo – §10.18 – S. 364)

In performing the Services hereunder, X and its employees, officers, directors, consultants and agents are acting as independent contractors and not as partners of Y (...)
2002
Service Obligations
The foregoing notwithstanding, unless X has received specific written authority from Y to contract or make a commitment in the name of or on behalf of Y, nothing in this Agreement shall convey the such authority to X
2002
Independent Contractors
Except as specifically provided herein, {X} will perform all Services hereunder as an independent contractor, and nothing contained herein will be deemed to create any association, partnership, joint venture or relationship of principal and agent or employer and employee between the parties hereto, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. Intersections will be solely responsible for compensating its employees and subcontractors, if any, which perform or provide work or work products hereunder
2002
Certain Restrictions and Acknowledgements
Company and X acknowledge that their relationship is that of independent contracting parties and this Agreement does not create an agency (...) between them. Except as expressly set forth herein, neither Company nor X shall have the authority to bind the other in any manner
2003
Relationship of the Parties
In the exercise of their respective rights, and the performance of their respective obligations hereunder, the Parties are, and will remain independent contractors. Nothing in this Agreement will be construed to constitute the Parties as partners, or principal and agent for any purpose whatsoever. Neither Party will bind, or attempt to bind, the other Party hereto to any contract or other obligation, and neither Party will represent to any third party that it is authorized to act on behalf of the other Party to this Agreement
2003
Transition Assistance
X is not authorized to transact any other business in the name of Y or to assume or create any obligation or responsibility binding upon Y in any matter whatsoever except as expressly authorized under this Agreement unless X has received prior specific written consent from Y (...) This Agreement does not establish or constitute X as Y's representative or agent for any purpose other than the marketing, sales and customer support of Products in furtherance of Y's rights and responsibilities under the Distribution Agreement. Except as expressly set forth above, the relationship of the parties under this Agreement shall be, and shall at all times remain, one of independent contractors and not that of employer and employee, franchisor and franchisee or joint venturers.
2005
Miscellaneous
The Relationship between X and Licensee is that of independent contractors. X and Licensee are not partners in a joint venture or otherwise, principal and agent, master and servant, employer and employee, and have not other relationship other than independent contract parties
2006
No Agency
Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the Parties hereto or constitute or be deemed to constitute any Party the agent or employee of the other Party for any purpose whatsoever, and neither Party shall have authority or power to bind the other Party or to contract in the name of, or create a liability against, the other Party in any way or for any purpose
2007
Independence of Administrator
For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer in any way and shall not otherwise be deemed an agent of the Issuer (...) nothing contained in this Agreement shall (...) be deemed to confer on any of them {the Administrator or the Issuer} be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others
2011
 Construction & O&M ContractInterpretation
The Contractor shall be an independant contractor performing the Contract. The Contract does not create any agency, partnership, joint venture or other joint relationship between the parties hereto. Subject to the provisions of the Contract, the Contractor shall be solely responsible for the manner in which the Works are performed. All employees, representatives and Sub-Contractors engaged by the Contractor in connection with the performance of the Contract shall be under the complete control of the Contractor and shall not be deemed to be the employees of the Employer/Purchaser, and nothing contained in the Contract or in any Sub-Contract awarded by the Contractor shall be construed to create any contractual relationship between any such employees, representatives or Sub-Contractors and the Employer/Purchaser
1997
 Loan ContractRelationship
The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm's-length contract.
2011
Relationship
The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm's-length contract.
2012
Expenses; Indemnity; Damage Waiver
The relationship between any Loan Party on the one hand and the Lender on the other hand shall be solely that of debtor and creditor. The Lender (i) shall not have any fiduciary responsibilities to any Loan Party or (ii) does not undertake any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party's business or operations (...)
2012
 Asset Management AgreementIndependent Contractor
Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture or agency relationship between Consultant and Manager. Consultant shall perform the Services hereunder only as an independent contractor. The parties hereto acknowledge and agree that under no circumstances shall Consultant or its employees, agents or representatives be construed to be employees of Manager, nor shall the employee, agents or representatives of Manager be construed to be employees of Consultant by virtue of this Agreement or the Services performed hereunder. The parties hereto acknowledge that Consultant has and will continue to have various business activities and will perform services in the hospitality industry other than and in addition to those set forth in this Agreement.
2003
 Joint VentureManagement
Subject to the other provisions of this Article X and except as otherwise herein expressly provided, the exclusive power and authority to manage the Company's business shall be vested in a board of directors (the "Board of Directors") acting together by majority vote or by the affirmative vote of six (6) Representatives of the Board of Directors (with the vote of at least one Representative designated by X and by Y as long as X and Y, respectively, are Members), as the case may be, and subject to the direction of the Board of Directors, the officers of the Company. Except as provided in this Agreement, Approved by the Board of Directors, or contemplated in an Additional Agreement, no Member, officer, employee, or agent of any Member, shall directly or indirectly (i) act as agent of the Company for any purpose, (ii) engage in any transaction in the name of the Company, (iii) make any commitment in the name of the Company, (iv) enter into any contract or incur any obligation in the name of the Company or (v) in any other way hold itself out as acting for or on behalf of the Company (each action listed in (i) through (v) and not otherwise excepted above, an "Unauthorized Action"), and a Member shall be obligated to indemnify the Company for any costs or damages incurred by the Company as a result of the Unauthorized Action of such Member, any Representative or officer of the Company appointed by such Member, or any officer, employee, representative or agent of such Member. Any attempted action in contravention of the preceding sentence shall be null and void ab initio, and not binding upon the Company unless ratified with the Approval of the Board of Directors.
2007
 

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