Purchaser Unitholder Liability Sample Clauses

Purchaser Unitholder Liability. The Trustee is signing this release solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this release shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this release only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified.][NTD: Delete if not applicable.] [Remainder of page left intentionally blank] [AMALCO]
Sample 1
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Purchaser Unitholder Liability. The Trustee is signing this agreement solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this agreement shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this agreement only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified. Table of Contents IN WITNESS OF WHICH the parties have executed this agreement. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Table of Contents Table of Contents This agreement made as of [—], 2014 between Cameco Corporation, a corporation incorporated under the laws of Canada, (hereinafter called “Cameco”), [Amalco], a corporation amalgamated under the laws of Ontario (hereinafter called the “Vendor”, an entity amalgamated from the parties referred to in the PSA (as defined herein) as “CBHI” and “CBHII”), BPC Generation Infrastructure Trust, a trust constituted under the laws of Ontario (the “Purchaser”), by its sole trustee, Borealis Infrastructure Trust Management Inc. (the “Trustee”), and OMERS Administration Corporation (“OMERS”), acting in its capacity as administrator of the OMERS pension plans and as trustee of the pension funds related to such pension plans.
Sample 1
Purchaser Unitholder Liability. The Trustee is signing this Agreement solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this Agreement shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this Agreement only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified. Table of Contents IN WITNESS OF WHICH the Parties have executed this Agreement. By: “Xxxx M. S. Xxxx” Name: Xxxx M. S. Xxxx Title: Senior Vice-President, Chief Legal Officer and Corporate Secretary By: “Xxxxxxx X. Xxxxx” Name: Xxxxxxx X. Xxxxx Title: Senior Vice-President and Chief Commercial Officer Table of Contents By: “Xxxx M. S. Xxxx” Name: Xxxx M. S. Xxxx Title: President By: “Xxxx X. Xxxxx” Name: Xxxx X. Xxxxx Title: Secretary Table of Contents By: “Xxxx M. S. Xxxx” Name: Xxxx M. S. Xxxx Title: Vice President By: “Xxxx X. Xxxxx” Name: Xxxx X. Xxxxx Title: Secretary/Treasurer Table of Contents By: “Xxxx Xxxxxxxx” Name: Xxxx Xxxxxxxx Title: Director By: “Xxxxxx Xxxxxxx” Name: Xxxxxx Xxxxxxx Title: Senior Vice President Table of Contents Table of Contents CAMECO PRE-CLOSING REORGANIZATION1 1. Special resolution of the shareholder of CBHI authorizing CBHI’s continuance under the OBCA 2. Officer’s statement for CBHI as to the shareholder of CBHI is aware of the impacts of the continuance; the continuance has been approved by a special resolution of the shareholder; and the continuance will not adversely affect the shareholder or creditors of CBHI 3. CBCA export continuance filing fees 4. Articles of Continuance (in duplicate) – OBCA 5. Certified copy of all articles issued to CBHI by Industry Canada 6. Letter of Satisfaction issued by Industry Canada 7. NUANS Report 8. OBCA import continuance filing fees 9. Form 1 for CBHI 10. Certificate and Articles of Continuance – OBCA 11. Certificate of Discontinuance – CBCA
Sample 1
Purchaser Unitholder Liability. The Trustee is signing this agreement solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this agreement shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this agreement only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified. Table of Contents IN WITNESS OF WHICH the parties have executed this agreement. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Table of Contents By: Name: Title: By: Name: Title: Table of Contents Table of Contents
Sample 1
Purchaser Unitholder Liability. The Trustee is signing this agreement solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this agreement shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this agreement only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified. Table of Contents IN WITNESS WHEREOF the parties have executed this Agreement. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Table of Contents By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Table of Contents 1. The Arbitral Tribunal (as defined below) appointed under these Rules will apply the rules and procedures of the Arbitration Act, 1991 (Ontario) to any Arbitration conducted hereunder except to the extent they are modified by the express provisions of these Rules. 2. Each party acknowledges that it will not apply to the courts of Ontario or any other jurisdiction to attempt to enjoin, delay, impede or otherwise interfere with or limit the scope of the Arbitration or the powers of the Arbitral Tribunal; provided, however, that the foregoing will not prevent either party from applying to the courts of Ontario for a determination with respect to any matter or challenge provided for in the Arbitration Act, 1991 (Ontario). 3. Each party further acknowledges that the decision of the Arbitral Tribunal will be final and conclusive and there will be no appeal therefrom whatsoever to any court, tribunal or other authority.
Sample 1

Related to Purchaser Unitholder Liability

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • TRUST AND SHAREHOLDER LIABILITY The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Trustees or any individual Trustee of the Trust.

  • Member Liability You are responsible for all transfers you authorize using your Card under this Agreement. If you permit other persons to use your Card or your PIN, you are responsible for any transactions they authorize or conduct on any of your accounts. However, tell us at once if you believe anyone has used your PIN or accessed your accounts without your authority. Telephoning is the best way of keeping your possible losses down. For Visa Debit Card purchase transactions, if you notify us of your lost or stolen card within twenty-four (24) hours of discovery and meet certain conditions, you may not be liable for any losses. This zero liability will apply only if: (i) you can demonstrate that you exercised reasonable care in safekeeping your Card from risk of loss or theft; (ii) you have not reported two or more incidents of unauthorized use to us within the preceding 12 months; and (iii) your account is in good standing. If you notify us of your lost or stolen Card after twenty-four (24) hours of discovery or do not satisfy the conditions set forth above, your maximum liability for losses to your account may be up to $50. These liability limits will apply, provided you did not receive a benefit or the unauthorized use of your Card was by someone without actual, implied, or apparent authority, otherwise the liability limits set forth below may apply. For all other EFT transactions, including ATM Card transactions, if you tell us within two (2) business days, you can lose no more than $50 if someone accessed your account without your permission. If you do not tell us within two (2) business days after you learn of the unauthorized use of your account or Card, and we can prove that we could have stopped someone from accessing our account without your permission if you had told us, you could lose as much as $500. Your liability for unauthorized loan transactions through an EFT service is $50. Also, if your statement shows EFT transfers that you did not make, tell us at once. If you do not tell us within sixty (60) days after the statement was mailed to you, you may be liable for the following amounts if we can prove that we could have stopped someone from making the transfers if you had told us in time: (i) for unauthorized Visa Debit Card purchase transactions - up to the limits set forth above and (ii) for all other unauthorized ATM transactions - up to the full amount of the loss. If a good reason (such as a hospital stay) kept you from telling us, we will extend the time periods. If you believe your Card or PIN have been lost or stolen or that someone has transferred or may transfer money from your account without your permission, call: (000) 000-0000 or write: Alaska Air Group Credit Union 00000 Xxxxxxxxxxxxx Xxxx X, Xxx 000 XxxXxx, XX 00000

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • Cyber Liability identity theft insurance with a combined limit of Two Million Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate;

  • LIMITATION OF SHAREHOLDER LIABILITY 9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such and not individually. The obligations of this Agreement are not binding upon any of the trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the trustees or directors have caused this Agreement to be executed.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Indemnification by Selling Holders Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder.

  • Indemnity by Seller (a) The Seller shall indemnify the Administrative Agent, the Facility Agents, the Purchasers, the Support Providers and the XX Xxxxx and their respective assigns, officers, directors and employees (each, an “Indemnified Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Party or the Indemnified Party’s breach of contract under any Transaction Document or any document delivered pursuant to any of the Transaction Documents, (ii) recourse (except as provided in this Agreement) for uncollectable Receivables or (iii) Losses that are due to or relate to Taxes (which are addressed in Section 10.02). Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for all Losses resulting from: (i) False or incorrect representations, warranties or certifications of any Xxxxxxxx Party in any Transaction Document or any document delivered pursuant to any of the Transaction Documents; (ii) Failure by any Xxxxxxxx Party to comply with applicable law, rules or regulations related to the Receivables; (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers and the XX Xxxxx) a first priority perfected ownership or security interest in the Receivables, the Related Security and the Collections, free and clear of any Liens; (iv) Failure to file, or delay in filing, any financing statements or similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, the Related Security or the Collections; (v) Any dispute, claim or defense of an Obligor (other than discharge in bankruptcy) to the payment of any Receivable including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid or binding obligation of such Obligor, or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto, or any adjustment, cash discount, warranty, rebate, return of product or cancellation with respect to such Receivable; (vi) Failure by any Xxxxxxxx Party to perform any of their respective duties or other obligations or comply with any of their respective covenants under the Transaction Documents; (vii) Any products liability, personal injury or damage suit, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Receivable; (viii) Any third party investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement or the draw under any Letter of Credit, or in respect of any Receivable; (ix) Commingling of Collections with any other funds of any Xxxxxxxx Party or any set-off against Collections by any credit card servicers; (x) Third party claims arising from the Seller’s, any Originator’s or the Servicer’s administration of the Receivables; (xi) The sale of any Receivable in violation of applicable Law; (xii) Any setoff by any Obligor; (xiii) Any Letter of Credit issued pursuant to this Agreement or the use of the proceeds thereof by the applicable beneficiary or any affiliate, agent, employee or assignee thereof; (xiv) The failure of the Seller or any Originator to pay when due any sales, excise, business and occupation, property or other similar taxes payable in connection with the Receivables; (xv) Any action or omission by any Xxxxxxxx Party which reduces or impairs the rights of the Administrative Agent, the Facility Agents, the Purchasers or the XX Xxxxx with respect to any Receivable and the Related Security and Collections with respect thereto or the value of any such Receivable and the Related Security and Collections with respect thereto; (xvi) Any dispute, suit or claim arising out of any provision in any Contract restricting or prohibiting sale and assignment of the related Receivables; (xvii) Overstatement of the balance of any Receivable due to provisions of the related Contract relating to retainage, data assumptions, cash on delivery sales, or bill and hold sales, or other similar provisions of comparable effect; and (xviii) Any dispute, suit or claim arising out of the efforts to collect on a Reassigned Receivable. Except as set forth in Section 10.01(a)(xiv) above, all obligations of the Seller with respect to Taxes are addressed in Section 10.02.

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

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