Common use of Liability of the Depositor and Certificateholders Clause in Contracts

Liability of the Depositor and Certificateholders. (a) The Depositor shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Issuer (including expenses, to the extent not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Issuer were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder in the capacity of an investor in the Notes. Any third-party creditors of the Issuer (other than in connection with the obligations described in the preceding proviso for which the Depositor shall not be liable) shall be deemed third-party beneficiaries of this subsection. (b) The Certificateholders shall not have any personal liability for any liability or obligation of the Issuer.

Appears in 11 contracts

Samples: Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Auto Receivables Trust 2018-1), Trust Agreement (California Republic Auto Receivables Trust 2018-1)

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Liability of the Depositor and Certificateholders. (a) The Depositor shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Issuer (including expenses, to the extent not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Issuer were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder in the capacity of an investor in the Notes. Any In addition, any third-party creditors of the Issuer (other than in connection with the obligations described in the preceding proviso for which the Depositor shall not be liable) shall be deemed third-party beneficiaries of this subsectionSection 2.07(a). (b) The Certificateholders shall not have any personal liability for any liability or obligation of the Issuer.

Appears in 6 contracts

Samples: Trust Agreement (California Republic Auto Receivables Trust 2015-2), Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Funding LLC)

Liability of the Depositor and Certificateholders. (a) The Depositor shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Issuer (including expenses, to the extent not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Issuer were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder in the capacity of an investor in the Notes. Any In addition, any third-party creditors of the Issuer (other than in connection with the obligations described in the preceding proviso for which the Depositor shall not be liable) shall be deemed third-party beneficiaries of this subsectionSection 2.7(a). (b) The Certificateholders shall not have any personal liability for any liability or obligation of the Issuer.

Appears in 3 contracts

Samples: Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Funding LLC)

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Liability of the Depositor and Certificateholders. (a) The Depositor shall be liable directly to and will indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Issuer (including expenses, to the extent not paid out of the Trust Estate) to the extent that the Depositor would be liable if the Issuer were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Noteholder in the capacity of an investor in the Notes. Any third-party creditors of the Issuer (other than in connection with the obligations described in the preceding proviso for which the Depositor shall not be liable) shall be deemed third-third- party beneficiaries of this subsection. (b) The Certificateholders shall not have any personal liability for any liability or obligation of the Issuer.

Appears in 1 contract

Samples: Trust Agreement

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