Common use of No Assumption of Liabilities Clause in Contracts

No Assumption of Liabilities. (a) Nothing herein shall be construed to make Pledgee liable as a member or owner of any Issuer and Pledgee by virtue of this Agreement or otherwise shall not have any of the duties, obligations or liabilities of a member or owner of any Issuer. The parties hereto expressly agree that this Agreement shall not be construed as creating a partnership or joint venture among Pledgee and Pledgors and/or Issuer. (b) By accepting this Agreement, Pledgee does not intend to become a member of any Issuer or otherwise be deemed to be a co-venturer with respect to any Pledgor or Issuer either before or after an Event of Default shall have occurred. Pledgee shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a member of Issuer. Pledgee shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by Pledgee of this Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Collateral.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Aerobic Creations, Inc.), Pledge and Security Agreement (Aerobic Creations, Inc.)

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No Assumption of Liabilities. (a) Nothing herein shall be construed to make the Pledgee or any Secured Party liable as a member or owner partner of any the Issuer and the Pledgee or any Secured Party by virtue of this Agreement or otherwise shall not have any of the duties, obligations or liabilities of a member or owner partner of any the Issuer. The parties hereto expressly agree that this Agreement shall not be construed as creating a partnership or joint venture among the Pledgee or any Secured Party and Pledgors any Pledgor and/or the Issuer. (b) By accepting this Agreement, the Pledgee does and the Secured Parties do not intend to become a member partner of any the Issuer or otherwise be deemed to be a partner or co-venturer with respect to any Pledgor or the Issuer either before or after an Event of Default shall have occurred. The Pledgee and the Secured Parties shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a member partner of the Issuer. Neither the Pledgee nor any Secured Party shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by the Pledgee and the Secured Parties of this Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate the Pledgee or any Secured Party to appear in or defend any action or proceeding relating to the Pledged Collateral Property to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged CollateralProperty.

Appears in 2 contracts

Samples: Partnership Pledge Agreement (Gran Tierra Energy, Inc.), Partnership Pledge Agreement (Gran Tierra Energy, Inc.)

No Assumption of Liabilities. (a) Nothing herein shall be construed to make Pledgee or any Lender liable as a member or owner of any Issuer and Pledgee or any Lender by virtue of this Pledge Agreement or otherwise shall not have any of the duties, obligations or liabilities of a member or owner of any Issuer. The parties hereto expressly agree that this Pledge Agreement shall not be construed as creating a partnership or joint venture among Pledgee or any Lender and Pledgors Pledgor and/or Issuer. (b) By accepting this Pledge Agreement, Pledgee does and Lenders do not intend to become a member of any Issuer or otherwise be deemed to be a co-venturer with respect to any Pledgor or Issuer either before or after an Event of Default shall have occurred. Pledgee and Lenders shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a member of Issuer. Pledgee and Lenders shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by Pledgee and Lenders of this Pledge Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee or any Lender to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Collateral (other than the duty to exercise reasonable care to assure the safe custody of the Collateral).

Appears in 2 contracts

Samples: Pledge and Security Agreement (HHG Distributing, LLC), Pledge and Security Agreement (Hhgregg, Inc.)

No Assumption of Liabilities. (a) Nothing herein shall be construed to make the Pledgee liable as a member or owner of any Issuer the Subsidary and the Pledgee by virtue of this Agreement or otherwise shall not have any of the duties, obligations or liabilities of a member or owner of any Issuerthe Subsidiary. The parties hereto expressly agree that this Agreement shall not be construed as creating a partnership or joint venture among between the Pledgee and Pledgors and/or Issuerthe Pledgor. (b) By accepting this Agreement, the Pledgee does not intend to become a member of any Issuer or otherwise be deemed to be a co-venturer with respect to any the Pledgor or Issuer either before or after an Event of Default shall have occurred. The Pledgee shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a member of Issuerthe Pledgor. The Pledgee shall not be obligated to perform or discharge any obligation of any the Pledgor as a result of the pledge hereby effected. (c) The acceptance by the Pledgee of this Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate the Pledgee to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (SJ Electronics, Inc.)

No Assumption of Liabilities. (a) Nothing herein shall be construed to make Pledgee or Lenders liable as a member or owner of any Issuer and Pledgee and Lenders by virtue of this Pledge Agreement or otherwise shall not have any of the duties, obligations or liabilities of a member or owner of any Issuer. The parties hereto expressly agree that this Pledge Agreement shall not be construed as creating a partnership or joint venture among the Pledgee or any Lender and Pledgors Pledgor and/or Issuer. (b) By accepting this Pledge Agreement, Pledgee does and Lenders do not intend to become a member of any Issuer or otherwise be deemed to be a co-venturer with respect to any Pledgor or Issuer either before or after an Event of Default shall have occurred. Pledgee and Lenders shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a member of Issuer. Pledgee and Lenders shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by Pledgee and Lenders of this Pledge Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee or Lenders to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (RBX Corp)

No Assumption of Liabilities. (a) Nothing herein shall be construed to make Pledgee liable as a member or owner of any Issuer and Pledgee by virtue of this Pledge Agreement or otherwise shall not have any of the duties, obligations or liabilities of a member or owner of any Issuer. The parties hereto expressly agree that this Pledge Agreement shall not be construed as creating a partnership or joint venture among Pledgee and Pledgors and/or any Issuer. (b) By accepting this Pledge Agreement, Pledgee does not intend to become a member of any Issuer or otherwise be deemed to be a co-venturer with respect to any Pledgor or any Issuer either before or after an Event of Default shall have occurred. Pledgee shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or a Pledgor or of a member of any Issuer. Pledgee shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by Pledgee of this Pledge Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee to appear in or defend any action or proceeding relating to the Pledged Collateral Property to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged CollateralProperty.

Appears in 1 contract

Samples: Pledge and Security Agreement (Listerhill Total Maintenance Center LLC)

No Assumption of Liabilities. (a) Nothing herein shall be construed to make Pledgee liable as a shareholder or member or owner of any Issuer and Pledgee by virtue of this Pledge Agreement or otherwise shall not have any of the duties, obligations or liabilities of a shareholder or member or owner of any Issuer. The parties hereto expressly agree that this Pledge Agreement shall not be construed as creating a partnership or joint venture among the Pledgee and Pledgors Pledgor and/or any Issuer. (b) By accepting this Pledge Agreement, Pledgee does not intend to become a shareholder or member of any Issuer or otherwise be deemed to be a co-venturer with respect to any Pledgor or any Issuer either before or after an Event of Default shall have occurred. Pledgee shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a shareholder or member of any Issuer. Pledgee shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by Pledgee of this Pledge Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (XZERES Corp.)

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No Assumption of Liabilities. (a) Nothing herein shall be construed to make Pledgee liable as a member or owner of any Issuer and Pledgee by virtue of this Pledge Agreement or otherwise shall not have any of the duties, obligations or liabilities of a member or owner of any the Issuer. The parties hereto expressly agree that this Pledge Agreement shall not be construed as creating a partnership or joint venture among the Pledgee and Pledgors Pledgor and/or Issuer. (b) By accepting this Pledge Agreement, Pledgee does not intend to become a member of any Issuer or otherwise be deemed to be a co-venturer with respect to any Pledgor or Issuer either before or after an Event of Default shall have occurred. Pledgee shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a member of Issuer. Pledgee shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by Pledgee of this Pledge Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Simba Group Inc)

No Assumption of Liabilities. (a) Nothing herein shall be construed to make Pledgee or any Lender liable as a member or owner of any Issuer Issuer, and neither Pledgee nor any Lender, by virtue of this Pledge Agreement or otherwise otherwise, shall not have any of the duties, obligations or liabilities of a member or owner of any such Issuer. The parties hereto expressly agree that this Pledge Agreement shall not be construed as creating a partnership or joint venture among Pledgee or any Lender and Pledgors any Pledgor and/or any Issuer. (b) By accepting this Pledge Agreement, Pledgee does and Lenders do not intend to become a member of any Issuer or otherwise be deemed to be a co-venturer with respect to any Pledgor or any Issuer either before or after an Event of Default shall have occurred. Pledgee and Lenders shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a member of any Issuer. Pledgee and Lenders shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by Pledgee and Lenders of this Pledge Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee or any Lender to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Hancock Fabrics Inc)

No Assumption of Liabilities. (a) Nothing herein shall be construed to make Pledgee or any Lender liable as a member or owner of any Issuer and Pledgee or any Lender by virtue of this Pledge Agreement or otherwise shall not have any of the duties, obligations or liabilities of a member or owner of any Issuer. The parties hereto expressly agree that this Pledge Agreement shall not be construed as creating a partnership or joint venture among Pledgee or any Lender and Pledgors Pledgor and/or Issuer. (b) By accepting this Pledge Agreement, Pledgee does and Lenders do not intend to become a member of any Issuer or otherwise be deemed to be a co-venturer with respect to any Pledgor or Issuer either before or after an Event of Default shall have occurred. Pledgee and Lenders shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Issuer or Pledgor or of a member of Issuer. Pledgee and Lenders shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. (c) The acceptance by Pledgee and Lenders of this Pledge Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee or any Lender to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Hancock Fabrics Inc)

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