Limitation on Liability of Residual Trustee Sample Clauses

Limitation on Liability of Residual Trustee. Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered on behalf of the Residual Trust as set forth below, for the purpose of acquiring the Ownership Interest, by Wilmington Trust Company not in its individual capacity but solely in its capacity as Residual Trustee under the Amended and Restated Declaration and Agreement of Trust of the Residual Trust (as amended, modified or supplemented from time to time, the “Residual Trust Agreement”), and in no event shall Wilmington Trust Company in its individual capacity, or as Residual Trustee, have any liability for the representations, warranties, covenants, agreements or other obligations of the Residual Trust hereunder or under any other Basic Document or in any of the certificates, notices, agreements or other writings delivered in connection therewith, as to all of which recourse shall be had solely to the assets of the Residual Trust. For all purposes of this Agreement and each other Basic Document, Wilmington Trust Company, as Residual Trustee, shall be entitled to the benefits of the Residual Trust Agreement.‌
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Related to Limitation on Liability of Residual Trustee

  • 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.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Representations and Warranties The Borrower represents and warrants to the Lenders that:

  • Definitions For purposes of this Agreement:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

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