NO RECOURSE AGAINST SHAREHOLDERS AND OTHERS Sample Clauses

NO RECOURSE AGAINST SHAREHOLDERS AND OTHERS. No Transaction Party shall have any recourse against any director, shareholder, officer, agent, employee or director of a Transaction Party in his capacity as such, by any Proceedings or otherwise, in respect of any obligation, covenant, or agreement of a Transaction Party (acting in any capacity whatsoever) contained in any of the Documents.
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NO RECOURSE AGAINST SHAREHOLDERS AND OTHERS. No Transaction Party shall have any recourse against nor shall any personal liability attach to any shareholder, officer, agent, employee or director of the other Transaction Parties in their respective capacities, by any Proceedings or otherwise, in respect of any obligation, covenant, or agreement of the any other Transaction Party contained in the Transaction Documents.
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NO RECOURSE AGAINST SHAREHOLDERS AND OTHERS. No Dealers shall have any recourse against nor shall any personal liability attach to any shareholder, officer, employee, agent or director of the Issuer, any Transferor, the Loan Note Issuer or the Receivables Trustee in his capacity as such by any Proceedings or otherwise, by virtue of any statute or otherwise and any and all personal liability for breaches by the Issuer, each Transferor, the Loan Note Issuer or the Receivables Trustee of any such obligations, covenants, or agreements, either at law or by statute or constitution, of every shareholder, officer, agent or director is hereby expressly waived by the Issuer, each Transferor, the Loan Note Issuer or the Receivables Trustee and each of the Dealers as a condition of and consideration for the execution of this Agreement, PROVIDED THAT no such waiver of personal liability of any shareholder, officer, agent or director of the Issuer, each Transferor, the Loan Note Issuer or the Receivables Trustee as referred to above shall apply where any liability or claim under this Agreement arises by reason of the fraud or wilful misconduct of the relevant shareholder, officer, agent or director of the Issuer, each Transferor, the Loan Note Issuer or the Receivables Trustee.
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NO RECOURSE AGAINST SHAREHOLDERS AND OTHERS. Each Company shall have no recourse against any shareholder, officer, agent, employee or director of WTSS in his capacity as such, by any proceedings or otherwise, in respect of any obligation, covenant, or agreement of a Company (acting in any capacity whatsoever) contained in this Agreement, any Relevant Document or otherwise.
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NO RECOURSE AGAINST SHAREHOLDERS AND OTHERS. JDI France shall have any recourse against any shareholder, member, equity holder, officer, agent, employee or director of a party in his capacity as such, by any proceedings under this Subordinated Note or otherwise, in respect of any obligation, covenant, or agreement of JDER.
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Related to NO RECOURSE AGAINST SHAREHOLDERS AND OTHERS

  • Covenants and other Agreements of the Company and the Underwriters (a) The Company covenants and agrees as follows:

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Capitalization and Other Share Capital Matters The authorized, issued, and outstanding shares of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s shares of Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

  • Covenants and Other Matters 7 Section 4.1

  • Limitation on Liability of Company and Others Neither the Company nor any of the directors, officers, employees or agents of the Company shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment, provided, however, that this provision shall not protect the Company or any such Person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability which would otherwise be imposed under this Agreement. The Company and any director, officer, employee or agent of the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability, provided, however, that the Company may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the Company shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action.

  • Restrictions on Sale by the Company and Others The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 120-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

  • Debts, Guaranties and Other Obligations The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except:

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

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