No Petition; Limited Recourse Sample Clauses
No Petition; Limited Recourse. Notwithstanding anything to the contrary in this ARR Agreement, (i) the Asset Representations Reviewer shall not, prior to the end of the period that is one year and one day after there has been paid in full all debt issued by any securitization vehicle in respect of which the Seller holds any interest, institute against the Seller or the Trust, or join in, or assist or encourage others to institute, any institution against the Seller or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law and (ii) any amounts payable by the Issuing Entity will be paid in the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement and Section 5.04(b) of the Indenture, as applicable. This Section 9.11 will survive the termination of this Agreement.
No Petition; Limited Recourse. Xxxxxx hereby agrees that it shall not until a period of one year and one day (or if longer, the applicable preference period) after all rated liabilities of the Trust have been indefeasibly paid in full institute against, or join any other Person in instituting against the Counterparty any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state or other bankruptcy or similar laws. Notwithstanding the foregoing, nothing herein shall prevent Xxxxxx from participating in any such proceeding once commenced. This provision shall survive termination of this Agreement. Xxxxxx hereby acknowledges and agrees that the Counterparty’s obligations hereunder will be solely the limited recourse obligations of the Counterparty, and that Xxxxxx will not have any recourse to any of the directors, officers, employees, shareholders or affiliates of the Counterparty with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof, recourse in respect of any obligations of the Counterparty to Xxxxxx hereunder or thereunder will be limited to the Collateral and on the exhaustion thereof all claims against the Counterparty arising from this Confirmation or any other transactions contemplated hereby or thereby shall be extinguished.
No Petition; Limited Recourse. (a) The Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not prior to the date which is one year and one day or, if longer, the preference period then in effect after payment in full of the Notes rated by any Rating Agency, institute against the Trust Depositor or the Issuer, or join in any institution against the Trust Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the other Transaction Documents.
(b) Notwithstanding any other provisions of the Notes, this Indenture or any other Transaction Document, the obligations of the Issuer under the Notes and this Indenture and any other Transaction Document are limited recourse obligations of the Issuer payable solely from the Indenture Collateral in accordance with the Priority of Payments and, following realization of the Indenture Collateral and distribution in accordance with the Priority of Payments, any claims of the Noteholders, and any other parties to any Transaction Document shall be extinguished. No recourse shall be had against any officer, administrator, member, director, employee, security holder, holder of a beneficial interest in or incorporator of the Issuer or their respective successors or assigns for the payment of any amounts payable under the Notes, this Indenture or any other Transaction Document. It is understood that the foregoing provisions of this Section 11.15(b) shall not (i) prevent recourse to the Loan Assets or the Indenture Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Loan Assets or the Indenture Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture or payable under any other Transaction Document until such Loan Assets and such Indenture Collateral have been realized and distributed in accordance with the Priority of Payments and the other applicable provisions of the Transaction Documents, whereupon any such outstanding indebtedness or obligation shall be extinguished. Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Issuer shall retain the authority to institute, participate and...
No Petition; Limited Recourse. [Bank] hereby agrees that it shall not institute against, or join any other Person in instituting against the Counterparty any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state or other bankruptcy or similar laws. Notwithstanding the foregoing, nothing herein shall prevent [Bank] from participating in any such proceeding once commenced. [Bank] hereby acknowledges and agrees that the Counterparty’s obligations hereunder will be solely the limited recourse obligations of the Counterparty, and that [Bank] will not have any recourse to any of the directors, officers, employees, shareholders or affiliates of the Counterparty with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof, recourse in respect of any obligations of the Counterparty to [Bank] hereunder or thereunder will be limited to the Collateral (as defined in the Indenture) and on the exhaustion thereof all claims against the Counterparty arising from this Confirmation or any other transactions contemplated hereby or thereby shall be extinguished.
No Petition; Limited Recourse. (a) The Initial Purchasers covenant and agree that, prior to the date that is one year and one day (or such longer preference period as shall then be in effect) after the payment in full of each Class of Notes rated by any Rating Agency, they will not institute against the Issuer or join any other Person in instituting against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States.
(b) Notwithstanding anything to the contrary herein, the obligations of the Issuer and the Trust Depositor hereunder are limited recourse obligations of the Issuer and the Trust Depositor, respectively, payable solely from the Collateral securing the Notes, and following the exhaustion of such Collateral, any claims of the Initial Purchasers hereunder against the Issuer or the Trust Depositor shall be extinguished. All payments by the Issuer or the Trust Depositor to the Initial Purchasers hereunder shall be made subject to and in accordance with the Priority of Payments set forth in Section 7.05 of the Sale and Servicing Agreement.
(c) This Section 17 will survive the termination of this Agreement.
No Petition; Limited Recourse. (a) The Initial Purchaser covenants and agrees that, prior to the date that is one year and one day (or such longer preference period as shall then be in effect) after the payment in full of the Notes rated by Hired NRSRO, it will not institute against the Trust or the Trust Depositor or join any other Person in instituting against the Trust or the Trust Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States.
(b) Notwithstanding anything to the contrary herein, the obligations of the Trust hereunder are limited recourse obligations of the Trust payable solely from the Collateral securing the Notes and all other assets of the Trust and following the exhaustion of such Collateral and such other assets, any claims of the Initial Purchaser hereunder against the Trust shall be extinguished. All payments by the Trust to the Initial Purchaser hereunder shall be made subject to and in accordance with the Priority of Payments set forth in Section 7.05 of the Sale and Servicing Agreement.
No Petition; Limited Recourse. Notwithstanding any other provision of this Agreement, the Seller covenants and agrees that it shall not, prior to the date which is one year and one day (or, if longer, any applicable preference period plus one day) after termination of this agreement pursuant to Section 10.02 hereof or, if any securities are issued in connection with a Securitization Transaction, for at least one year and one day (or, if longer, any applicable preference period plus one day) after the latest maturing security is paid in full, institute against, or join any other Person in instituting against, the Purchaser, the Depositor, the Issuing Entity, the Trustee or the Master Servicer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any similar proceeding under any federal or state bankruptcy or similar law; provided that nothing in this provision shall preclude, or be deemed to stop, the Seller (a) from taking any action prior to the expiration of the aforementioned one year and one day period in (i) any case or proceeding voluntarily filed or commenced by the Purchaser or (ii) any involuntary insolvency proceeding filed or commenced against the Purchaser by a Person other than the Seller, or (b) from commencing against the Purchaser or the Mortgaged Loans any legal action which is not a bankruptcy, reorganization, arrangement, insolvency or a liquidation proceeding. In addition, no recourse shall be had for any amounts payable or any other obligations arising under this Agreement and any other agreement entered into in connection with a Reconstitution against any officer, member, director, employee, partner or security holder of the Seller or the Purchaser or any of their respective successors or assigns. The provisions of this Section 11.24 shall survive the termination of this Agreement.
No Petition; Limited Recourse. Sections 13.06 (as it relates to Sections 13.10 and 13.11), 13.10(b) and 13.11 of the Loan Agreement are hereby incorporated by reference as if set forth at length herein.
No Petition; Limited Recourse. Each Member agrees, in its capacity as a creditor of the Company, (which agreement shall, pursuant to the terms of this Agreement, be binding upon its successors, assigns, and participants) that it shall not institute against, or join any other Person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and a day (or, if longer, the then applicable preference period) after the payment in full of all amounts due under the Senior Facility, the Mezzanine Facility and the Subordinated Debt Facility. Notwithstanding anything herein or any other Program Document to the contrary, the obligations of the Company owing to the Members, the Managing Member and other Persons hereunder and thereunder are limited recourse and are payable only from the property and assets of the Company, only to the extent funds are available for payment of such obligations in accordance with the priorities set forth in Article XIII. No recourse shall be had and no claim shall be made, whether by levy or execution or otherwise, for the payment or satisfaction of any obligations of the Company hereunder or under any other Program Document against any Member or any of its assets, other than the property and assets of the Company, and no Member shall be liable for any deficiency judgment based thereon, it being expressly understood and agreed that the sole remedies of each of the Members and any other Person with respect to such amounts shall be against the property and assets of the Company in accordance with this Agreement (including Article XIII) and the other Program Documents.
No Petition; Limited Recourse. Party A hereby agrees that it shall not institute against, or join any other Person in instituting against Party B any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state or other bankruptcy or similar laws. Notwithstanding the foregoing, nothing herein shall prevent Party A from participating in any such proceeding once commenced. Party A hereby acknowledges and agrees that Party B's obligations hereunder will be solely the limited recourse obligations of Party B, and that Party A will not have any recourse to any of the directors, officers, employees, shareholders or affiliates of Party B with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof, recourse in respect of any obligations of Party B to Party A hereunder or thereunder will be limited to the Collateral (as defined in the Indenture) and on the exhaustion thereof all claims against Party B arising from this Confirmation or any other transactions contemplated hereby or thereby shall be extinguished.