Liability of the Certificateholder Sample Clauses

Liability of the Certificateholder. To the fullest extent permitted by applicable law, the Certificateholder shall not have any personal liability for any liability or obligation of the Trust except to the extent expressly agreed in writing.
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Liability of the Certificateholder. The Certificateholder shall not have any personal liability for any liability or obligation of the Trust.
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Liability of the Certificateholder. Except as otherwise expressly provided in this Agreement, none of the Certificateholder, any Affiliate of the Certificateholder, or any manager, officer or employee of the Certificateholder, will be liable for the debts, obligations or liabilities of the Trust (whether arising in contract, tort or otherwise), including, under a judgment, decree or order of a court, by reason of being a Certificateholder, an Affiliate of a Certificateholder, or a manager, officer or employee of a Certificateholder. Further, pursuant to § 3803(a) of the Statutory Trust Act, the Certificateholder, in its capacity as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, except as otherwise specifically set forth herein.
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Liability of the Certificateholder. The Certificateholder and holders of beneficial interests in the Certificate shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.
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Liability of the Certificateholder. (a) The Initial Beneficiary shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including expenses, to the extent not paid out of the Trust Estate) to the extent that the Initial Beneficiary would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Initial Beneficiary were a general partner; provided, however, that the Initial Beneficiary shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the preceding proviso for which the Initial Beneficiary shall not be liable) shall be deemed third party beneficiaries of this paragraph. (b) The Initial Beneficiary, other than to the extent set forth in paragraph (a), shall not have any personal liability for any liability or obligation of the Trust.
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Liability of the Certificateholder. No Certificateholder (in such capacity) shall have any personal liability for any liability or obligation of the Trust. The rights of the Certificateholder shall be determined as set forth herein and in the Delaware Statutory Trust Act, and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose.
Sample 1
Liability of the Certificateholder. Notwithstanding Section 3803 of the Business Trust Statute, the Certificateholders agree to be liable for all fees, expenses, taxes, indemnity payments and other liabilities of the Trust (other than liabilities which by their terms are nonrecourse), in accordance with the terms of this Agreement, including (except as otherwise provided herein) those incurred by the Owner Trustee in the administration of the Trust hereunder, to the extent such fees, expenses, taxes, indemnity payments and other liabilities of the Trust or the Owner Trustee, as the case may be, including the reasonable fees and expenses of legal counsel with respect to the Trust, are not paid out of the Trust Property to the same extent, but only to the same extent as if the Certificateholder were a general partner and the Trust a partnership under Delaware's Revised Uniform Limited Partnership Act; provided, however, that the Certificateholders shall be liable only for fees, expenses, taxes, indemnity payments and other liabilities of the Trust arising after such Certificateholder becomes a holder of Certificates of Beneficial Interest. The Certificateholder shall, within five Business Days of receipt of a statement from the Owner Trustee to the effect that the Trust Property is insufficient for the payment of such fees, expenses, taxes, indemnity payments and other liabilities of the Trust for which such holder is liable, pay such fees, expenses, taxes, indemnity payments and other liabilities.
Sample 1
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Related to Liability of the Certificateholder

  • Liability of the Certificateholders No Certificateholder shall have any personal liability for any liability or obligation of the Trust, solely by reason of it being a Certificateholder.

  • Liability of Certificateholders The Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.

  • Covenants of the Certificateholder The Certificateholder agrees: (a) to be bound by the terms and conditions of the Certificate of which the Holder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Holder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust and the Owner Trustee; and (b) except as expressly provided in Sections 4.5 and 10.12, not to, for any reason, take any Bankruptcy Action.

  • Covenants of the Certificateholders Each Certificateholder, by becoming an owner of a Certificate and beneficial owner of the Issuer, hereby acknowledges and agrees (a) that the Certificateholder is subject to the terms, provisions and conditions of the Certificate and this Agreement, to which the Certificateholder agrees to be bound; and (b) that it shall not take any position in such Certificateholder’s tax returns inconsistent with Section 2.6 herein and Section 2.14 of the Indenture.

  • Termination of the Certificate Administrator Notwithstanding anything to the contrary contained in this Agreement, the Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.

  • Depositor as Certificateholder The Depositor in its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Depositor.

  • Information to Certificateholders As soon as practicable following the eleventh calendar day of each month, Xxxxxx Xxx will make available the Class Factor (carried to eight decimal places) for each Class of Certificates after giving effect to the distribution on the following Distribution Date. Xxxxxx Mae will also furnish to each Person who was a Certificateholder at any time during a calendar year such statements and information as shall be required to be furnished by the Code.

  • Actions of Certificateholders (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required, to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator, the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Certificate Administrator deems sufficient. (c) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate. (d) The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08 as it shall deem necessary.

  • List of Certificateholders Upon written request of three or more Certificateholders of record, for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Trustee will afford such Certificateholders access during business hours to the most recent list of Certificateholders held by the Trustee.

  • Acts of Certificateholders (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing, and such action shall become effective when such instrument or instruments are delivered to the Trustee and the Servicer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee and the Trust, if made in the manner provided in this Section 11.11. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Certificateholder shall bind every future Holder of such Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Trust in reliance thereon, whether or not notation of such action is made upon such Certificate.

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