Nonrecourse Nature of Transactions Sample Clauses

Nonrecourse Nature of Transactions. Each of the Funding Agent and the APA Banks hereby agrees that all Purchases shall be without recourse of any kind to PARCO or the Funding Agent, except as expressly provided in Sections 4.3 and 4.7 with respect to the Funding Agent.
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Nonrecourse Nature of Transactions. Each of the parties hereto hereby acknowledges and agrees that all transactions with the Conduits hereunder shall be without recourse of any kind to such Conduit. Each Conduit shall have no obligation to pay any amounts owing hereunder unless and until such Conduit has received such amounts pursuant to the Receivable Interests or the Liquidity Agreement. In addition, each party agrees that each Conduit shall have no obligation to pay any party, any amounts constituting fees, a reimbursement for expenses or indemnities, (collectively, "EXPENSE CLAIMS") and such Expense Claims shall not constitute a claim against such Conduit (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such Conduit has received amounts sufficient to pay such Expense Claims pursuant to the Receivable Interests or the Liquidity Agreement and such amounts are not required to pay the commercial paper of such Conduit. This provision shall survive termination of the Agreement. (Signature pages follow)
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Nonrecourse Nature of Transactions. Each party hereto hereby acknowledges and agrees that all transactions with a CP Issuing Purchaser shall be without recourse of any kind to such Purchaser. No CP Issuing Purchaser shall have any obligation to pay any amounts owing hereunder unless and until such Purchaser has received such amounts pursuant to the Notes. In addition, each party hereto agrees that no CP Issuing Purchaser shall have any obligation to pay any party hereto any amounts constituting a reimbursement for expenses or indemnities (collectively, "Expense Claims") and such Expense Claims shall not constitute a claim against such Purchaser (as defined in Section 101 of Title 11 of the United Bankruptcy Code), unless or until such Purchaser has received amounts sufficient to pay such Expense Claims pursuant to the Notes and such amounts are not required to pay Commercial Paper of such Purchaser. Any such delay in receiving amounts referred to in this Section 9.14 shall not increase the obligations of any other Purchaser without its consent. The agreements set forth in this paragraph and the parties' respective obligations hereunder shall survive termination of this Agreement and repayment of the Notes.
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Nonrecourse Nature of Transactions. All assignments of the Variable Funding Note Interests from the Conduit Investor to the Alternate Investors pursuant to Section 2.07 shall be without recourse or warranty, express or implied, except that such Variable Funding Note Interests are free and clear of adverse claims created by or arising as a result of claims against the Agent or the Conduit Investor. Nothing in this Section 2.08 shall be deemed to limit any rights of the Conduit Investor under any other provisions of this Agreement to assign its right, title and interest in any portion of the Variable Funding Note Interests owned by the Conduit Investor.
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Nonrecourse Nature of Transactions. Each of the Funding Agent and the APA Banks hereby agrees that all Purchases under this Article V shall be without recourse, representation or warranty of any kind to PARCO or the Funding Agent.
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Nonrecourse Nature of Transactions. Each of the parties hereto agrees to limit its recourse against the CP Issuer for all amounts payable by the CP Issuer under this Agreement as follows: Notwithstanding anything to the contrary contained in this Agreement, the obligations of the CP Issuer under this Agreement are solely the company obligations of the CP Issuer and shall be payable by the CP Issuer and shall constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the CP Issuer solely to the extent of funds received by the CP Issuer in respect of this Agreement. In addition, the parties hereto agree that the CP Issuer shall have no obligation to pay any party hereto any amounts constituting fees, a reimbursement for expenses or indemnities, (collectively, “Expense Claims”) and such Expense Claims shall not constitute a claim against the CP Issuer (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until the CP Issuer has received amounts sufficient to pay such Expense Claims pursuant to this Agreement and such amounts are not required to pay the principal or interest on the Commercial Paper and any other debt securities of the CP Issuer, rated at the request of the CP Issuer by an internationally recognized rating agency. The provisions of this Section shall survive termination of this Agreement.
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Nonrecourse Nature of Transactions. All assignments of any Note Interest from any Conduit Investor to any Alternate Investors pursuant to Section 2.09 shall be without recourse or warranty, express or implied, except that such Note Interests are free and clear of adverse claims created by or arising as a result of claims against the Agent or such Conduit Investor. Nothing in this Section 2.10 shall be deemed to limit any rights of any Conduit Investor under any other provisions of this Agreement to assign its right, title and interest in any portion of any Note Interests owned by such Conduit Investor.
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Nonrecourse Nature of Transactions. The Junior Lender, the Residual Lender, the Servicer, the Borrower, each Liquidity Provider and the Agent hereby acknowledges and agrees that all transactions with the Senior Lender hereunder shall be without recourse of any kind to the Senior Lender. The Junior Lender, the Residual Lender, the Servicer, the Borrower, each Liquidity Provider and the Agent agrees that the Senior Lender shall have no obligation to pay any of the Junior Lender, the Residual Lender, the Servicer, the Borrower, any Liquidity Provider or the Agent, any amounts constituting commitment fees, a reimbursement for expenses or indemnities (collectively, "Expense Claims") and such Expense Claims shall not constitute a claim against the Senior Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until the Senior Lender has received amounts sufficient to pay such Expense Claims pursuant to SECTION 4.01 and such amounts are not required to pay the commercial paper of the Senior Lender.
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Nonrecourse Nature of Transactions. Each of the Liquidity Agent and the Liquidity Banks hereby agrees that all Purchases shall be without recourse of any kind to ISC, the Agent or the Liquidity Agent except as expressly provided in Sections 4.3 and 4.7 with respect to the Liquidity Agent.
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Related to Nonrecourse Nature of Transactions

  • Nonrecourse Liabilities For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.

  • Nonrecourse Deductions and Partner Nonrecourse Deductions Any Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holders in accordance with their respective Percentage Interests. Any Partner Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holder(s) who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i).

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • Excess Nonrecourse Liabilities Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Section 1.752-3(a)(3) of the Regulations, the Members’ interests in the Company’s Profits are in proportion to their LLC Percentages.

  • Member Nonrecourse Deductions Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(j)(1).

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • Minimum Gain Chargeback (Nonrecourse Liabilities) Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2 (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

  • Partner Nonrecourse Deductions Partner Nonrecourse Deductions for any fiscal year or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Regulations).

  • Nonrecourse Except as otherwise set forth in this Paragraph, Xxxxxx's recourse under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by Xxxxxx, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

  • Partner Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

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