Limited Recourse and Non-Petition. (a) The parties to this Loan Agreement hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herei...
Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds.
(b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.
Limited Recourse and Non-Petition. 20.1 Each Party to this Xxxx agrees that notwithstanding anything to the contrary contained in this Deed:
20.1.1 no payment of any amount whatsoever under or in connection with this Deed shall be made by the Issuer or any agents on its behalf except to the extent funds are available from the relevant Lease Certificate Assets and further agrees that no recourse shall be had for the payment of any amount owing hereunder or under any Transaction Document, whether for the payment of any fee, indemnity or other amount owing hereunder or any other obligation or claim arising out of or based upon this Deed or other Transaction Document, against the Issuer, the Representative or any of its respective agents to the extent the relevant Lease Certificate Assets have been exhausted following which all obligations of the Issuer, Ziraat Katılım (to the extent that it fulfils all of its obligations under the Transaction Documents to which it is a party), the Representative and the Agents and their respective agents or affiliates shall be extinguished;
20.1.2 prior to the date which is one year and one day after the date on which all due amounts owing by the Issuer under the Transaction Documents to which it is a party have been paid in full, it will not institute against, or join with any other person in instituting against, the Issuer any bankruptcy, reorganisation, arrangement or liquidation proceedings or other proceedings under any bankruptcy or similar law;
20.1.3 no recourse under any obligation, covenant or agreement contained in any Transaction Document shall be had against any officer, agent or director of the Issuer, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise. The obligations of the Issuer under these presents and any other Transaction Document to which it is a party are corporate or limited liability obligations of the Issuer and no personal liability shall attach to or be incurred by the shareholders, members, officers, agents or directors of the Issuer save in the case of their wilful default or actual fraud; and
20.1.4 it shall not be entitled to claim or exercise any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of sums due under this Deed. No collateral is or will be given for the payment obligations by the Issuer under this Deed.
20.2 Neither Ziraat Katılım nor the Representative nor the Certificateholder...
Limited Recourse and Non-Petition. 29.1 Each Agent, DIB and the Delegate agrees that notwithstanding anything to the contrary contained herein:
(a) no payment of any amount whatsoever shall be made by the Trustee (acting in any capacity) or any of its shareholders, directors, officers, employees or agents on its behalf except to the extent funds are available therefor from the Trust Assets and further agrees that no recourse shall be had for the payment of any amount owing hereunder, whether for the payment of any fee or other amount hereunder or any other obligation or claim arising out of or based upon this Agreement, against the Trustee (acting in any capacity) to the extent the Trust Assets have been exhausted following which all obligations of the Trustee shall be extinguished;
(b) prior to the date which is one year and one day after the date on which all amounts owing by the Trustee (acting in any capacity) under the Transaction Documents to which it is a party have been paid in full, it will not institute against, or join with any other person in instituting against, the Trustee (acting in any capacity) any bankruptcy, reorganisation, arrangement or liquidation proceedings or other proceedings under any bankruptcy or similar law; and
(c) no recourse (whether by institution or enforcement of any legal proceeding or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of the Trustee (acting in any capacity) arising under or in connection with this Agreement by virtue of any customary law, statute or otherwise shall be had against any shareholder, member, officer, agent, director or corporate services provider of the Trustee in their capacity as such and any and all personal liability of every such officer or director in their capacity as such for any breaches by the Trustee (acting in any capacity) of any such duty, obligation or undertaking is hereby expressly waived and excluded to the extent permitted by law.
29.2 None of the Agents, DIB or the Delegate shall be entitled to claim or exercise any right of set-off or counterclaim in respect of any sums due under this Agreement or any part thereof with respect to any liability owed by it to the Trustee or claim any lien or other rights over any property held by it on behalf of the Trustee.
29.3 The provisions of this Clause 29 shall survive any termination of this Agreement or any of the Transaction Documents.
Limited Recourse and Non-Petition. 10.1 Notwithstanding any contrary provision herein, Clause 3 (Limited Recourse; No Lien or Set-off; No Petition) of the Incorporated Terms Memorandum shall apply mutatis mutandis as if set out herein in full. The Account Bank and the Cash Administrator each hereby acknowledges, and agrees to, such limitation of its rights hereunder.
10.2 The provisions of this Clause 10 (Limited Recourse and Non-Petition) shall survive the termination of this Agreement.
10.3 Notwithstanding anything to the contrary in this Agreement or any other document, the Account Bank hereby:
(a) waives all its present and future rights under its general business conditions to a lien or any other security interest over the Accounts;
(b) waives any right it has or may hereafter acquire to combine, consolidate or merge the Accounts, any other accounts of the Issuer (if any) or the account of any other person or set-off any liabilities of the Issuer or any other person to the Account Bank and agrees that it shall not set-off or transfer any sum standing to the credit of or to be credited to the Accounts in or towards satisfaction of any liabilities owed to the Account Bank, the Issuer or any other person; and
(c) agrees, upon receipt of a copy of an Enforcement Notice from the Security Trustee, to comply with any direction expressed to be given by the Security Trustee in respect of the operation of the Accounts.
Limited Recourse and Non-Petition. Managed and Enhanced Tap (Magenta) Funding S.T.
(a) all sums due or owing to any party from or by the Replacement VFN Noteholder hereunder shall be payable by the Replacement VFN Noteholder in accordance with the Compartment Order of Priority, and provided that all liabilities of the Replacement VFN Noteholder required to be paid in priority thereto and a pro rata amount of all amounts to be paid pari passu therewith pursuant to the Compartment Order of Priority, have been paid, discharged and/or otherwise provided for in full;
(b) it shall not be entitled to take any steps or proceedings which would result in the Compartment Order of Priority not being observed;
(c) it shall not to take any action or proceedings against the Replacement VFN Noteholder to recover any amounts payable by the Replacement VFN Noteholder to it hereunder;
(d) pursuant to article L. 214-175-III of the French Code monétaire et financier, any claim it may have against the Replacement VFN Noteholder subject to the Compartment Order of Priority and any statutory priority of payment; and
(e) pursuant to article L.214-175-III of the French Code monétaire et financier, neither the Compartment nor Managed and Enhanced Tap (Magenta) Funding S.T. is subject to the provisions of Book VI of the French Code de commerce relating to insolvency proceedings. Where:
Limited Recourse and Non-Petition. Paragraphs 6 (Limited Recourse; Non-Petition) and 7 (Obligations as Corporate Obligations) of the Common Terms apply to this Deed and shall be deemed set out in full herein.
Limited Recourse and Non-Petition. 30.1 Each Agent, Majid Al Futtaim Properties, the Guarantor and the Delegate agrees that notwithstanding anything to the contrary contained herein:
(a) no payment of any amount whatsoever shall be made by MAF Sukuk Ltd. or any of its agents on its behalf except to the extent funds are available therefor from the Trust Assets and further agrees that no recourse shall be had for the payment of any amount owing hereunder, whether for the payment of any fee or other amount hereunder or any other obligation or claim arising out of or based upon this Agreement, against MAF Sukuk Ltd. to the extent the Trust Assets have been exhausted following which all obligations of MAF Sukuk Ltd. shall be extinguished;
(b) prior to the date which is one year and one day after the date on which all amounts owing by MAF Sukuk Ltd. under the Transaction Documents to which it is a party have been paid in full, it will not institute against, or join with any other person in instituting against, MAF Sukuk Ltd. any bankruptcy, reorganisation, arrangement or liquidation proceedings or other proceedings under any bankruptcy or similar law; and
(c) no recourse (whether by institution or enforcement of any legal proceeding or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of MAF Sukuk Ltd. arising under or in connection with this Agreement by virtue of any law, statute or otherwise shall be had against any shareholder, officer, director or corporate administrator of MAF Sukuk Ltd. in their capacity as such and any and all personal liability of every such officer or director in their capacity as such for any breaches by MAF Sukuk Ltd. of any such duty, obligation or undertaking is hereby expressly waived and excluded to the extent permitted by law. The provisions of this Clause 30.1 will survive the termination of this Agreement.
30.2 None of the Agents, Majid Al Futtaim Properties, the Guarantor or the Delegate shall be entitled to claim or exercise any right of set-off or counterclaim in respect of any sums due under this Agreement or any part thereof with respect to any liability owed by it to MAF Sukuk Ltd. or claim any lien or other rights over any property held by it on behalf of MAF Sukuk Ltd.
Limited Recourse and Non-Petition. Sheffield Receivables Company LLC
(a) No recourse under any obligation, covenant, or agreement of Sheffield Receivables Company LLC (“Sheffield”) contained in this Agreement, or any other document entered into by Sheffield in connection herewith or therewith shall be had against any partner, shareholder, shareholder, officer, agent or director of Sheffield, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement and each such other document is a corporate obligation of Sheffield and no personal liability shall attach to or be incurred by the partners, shareholders, officers, agents or directors of Sheffield as such, or any of them, under or by reason of any of the obligations, covenants or agreements of Sheffield contained in this Agreement or any other such document, or implied therefrom, and that any and all personal liability for breaches by Sheffield of any of such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such partner, shareholder, officer, agent or director is hereby expressly waived by the parties to this Agreement as a condition of and consideration for the execution of this Agreement.
(b) Each party hereto (other than Sheffield with respect to itself) hereby agrees that with respect to Sheffield, at any time from the date of this Agreement to the date which is one year and one day after the later of (i) the Legal Final Payment Date; and (ii) repayment in full of all Advances advanced by Sheffield, it will not institute against, or join any other person or entity in instituting against Sheffield any bankruptcy, reorganisation, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of England and the United States, any state of the United States or any other jurisdiction with authority over Sheffield or any or all of its assets.
Limited Recourse and Non-Petition. The provisions of Paragraph 8 (Limited Recourse and Non-Petition) of the Common Terms apply to this Agreement as if set out in full in this Agreement.
