Limitation of Liability of Guarantors Sample Clauses

Limitation of Liability of Guarantors. The liability of each Guarantor under this Guarantee shall be limited, if (and only if) required by the applicable law of the country of incorporation of that Guarantor to the maximum liability that such Guarantor is permitted by those laws to incur under this Guarantee (assuming that all steps open to that Guarantor and all its shareholders to authorise its obligations under this Guarantor have been taken). If a limit applies to a Guarantor by reason of this clause 10.19, that shall not in any way limit the liability of any other Guarantor.
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Limitation of Liability of Guarantors. The aggregate liability of Guarantors for the payment of the Guaranteed Obligations shall be limited to an amount equal to the sum of (a) $200,000 and (b) the amount of all costs and expenses incurred by Lessor for which the Guarantors are liable pursuant to Section 8 below ("Section 8 Costs"). With respect to the personal liability of each individual Guarantor, (i) the personal liability of Xxxxxx X. Xxxxxxx under this Guaranty shall not exceed $200,000.00 plus his proportionate share, if any, of any Section 8 Costs; and (ii) the personal liability of each Guarantor other than Xxxxxx X. Xxxxxxx (whose liability shall be governed by (i) above) shall not exceed one and one-half (1 1/2) times the sum or amount then owed to Lessor under the Lease multiplied by the percentage ownership interest in Lessee that the applicable Guarantor owns as of the date of this Guaranty (which percentage ownership interest is set forth next to such Guarantor's signature below); provided, however, the joint and several aggregate liability of all Guarantors' personal liability hereunder, including Xxxxxx X. Xxxxxxx, shall not exceed $200,000.00 plus any Section 8
Sample 1
Limitation of Liability of Guarantors. Any term or provision of this Agreement to the contrary notwithstanding, the maximum aggregate amount of the liabilities incurred by any Guarantor under this Agreement in respect of the representations, warranties and covenants of the Company and the other Guarantors under this Agreement shall not exceed the maximum amount that can be incurred by such Guarantor in respect thereof without rendering such liability of such Guarantor under this Agreement in respect thereof voidable under applicable law, including stipulations in applicable companies laws regarding prohibited financial assistance in the form of providing security or guarantees for the obligations of a third party and laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. If the foregoing is in accordance with your understanding, please sign and return to us twelve (12) counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Company and the Guarantors. Very truly yours, Concordia Bus Nordic AB By: Name: Title: Swebus AB By: Name: Title: Swebus Busco AB By: Name: Title: Swebus Express Bus AB By: Name: Title: Interbus AB By: Name: Title: 21 Ingeniør M.O. Schøyens Bilcentraler AS By: Name: Title: Concordia Bus Finland Oy AB By: Name: Title: Swebus Fastigheter AB By: Name: Title: Alpus AB By: Name: Title: Enköping-Bålsta Fastighetsbolag AB By: Name: Title: Malmfältens Omnibus AB By: Name: Title: Concordia Bus Nordic Holding AB By: Name: Title: Name: Title: X.X. Xxxxxx Securities Ltd. By: Name: Title: Exhibit A Concordia Bus Nordic AB INSTRUCTION TO EUROCLEAR AND CLEARSTREAM PARTICIPANTS (Date of Mailing) URGENT—IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE]* Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") has identified you as a Euroclear or Clearstream Participant through which beneficial interests in the Concordia Bus Nordic AB (publ) (the "Company") 9.125% Senior Secured Notes due August 1, 2009 (the "Securities") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It ...
Sample 1
Limitation of Liability of Guarantors. Any term or provision of this Agreement to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed by any Guarantor under Sections 3.4 and 4.10 of this Agreement shall not exceed the maximum amount that can be hereby guaranteed without rendering the Guarantee of such Guarantor hereunder voidable under applicable law, including stipulations in applicable companies laws regarding prohibited financial assistance in the form of providing security or guarantees for the obligations of a third party and laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Sample 1

Related to Limitation of Liability of Guarantors

  • LIMITATION OF LIABILITY OF CUSTODIAN A. Custodian shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. Custodian shall not be responsible for, and the Fund shall indemnify and hold Custodian harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against Custodian, incurred by Custodian or for which Custodian may be held to be liable, arising out of or attributable to:

  • Guaranty; Limitation of Liability (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a guaranty of payment and not merely of collection.

  • Limitation of Liability of JCM JCM shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder and except to the extent otherwise provided by law. As used in this Section 14, "JCM" shall include any affiliate of JCM performing services for the Trust contemplated hereunder and directors, officers and employees of JCM and such affiliates.

  • LIMITATION OF LIABILITY OF MSS (a) MSS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall not be liable to the Trust for any action taken or omitted by it in good faith without negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust's independent accountants, and shall not be liable for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of MSS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without negligence, bad faith, willful misconduct or reckless disregard of its duties.

  • LIMITATION OF LIABILITY OF ADVISER You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither you nor your shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, member, shareholder or agent of you, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, member, shareholder or agent of you, or one under your control or direction, even though paid by you.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.

  • Limitation of Liabilities Terms and Conditions Page 3 (a) DESTINEER AND ITS AFFILIATES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE SKYTEL SERVICES, THE SKYTEL NETWORK OR THE ANCILLARY SERVICES, AND HEREBY EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. UNDER NO CIRCUMSTANCES SHALL DESTINEER OR ITS AFFILIATES BE LIABLE TO RESELLER OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, SUBSCRIBERS, FOR ANY LOSS, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES, SIGNALS OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE SKYTEL SERVICES OR USE OF THE SKYTEL NETWORK, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DESTINEER AND ITS AFFILIATES SHALL IN NO EVENT BE LIABLE TO RESELLER OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, SUBSCRIBER, FOR INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS OR ANY OTHER FORM OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE FORM OF ACTION, EVEN IF DESTINEER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE.

  • Applicability of ISP; Limitation of Liability Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

  • Exculpation of Liability Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

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