Recourse to Buyer Sample Clauses

Recourse to Buyer. Except to the extent expressly provided otherwise in the Transaction Documents, the obligations of Buyer under the Transaction Documents to which it is a party are solely the obligations of Buyer. No recourse shall be had for payment of any fee payable by or other obligation of or claim against Buyer that arises out of any Transaction Document to which Buyer is a party against any director, officer or employee of Buyer. The provisions of this section shall survive the termination of this Agreement.
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Recourse to Buyer. Except to the extent expressly provided ----------------- otherwise in the Sale Documents, the obligations of Buyer under the Sale Documents to which it is a party are solely the obligations of Buyer. No recourse shall be had for payment of any fee payable by or other obligation of or claim against Buyer that arises out of any Sale Document to which Buyer is a party against any director, officer or employee of Buyer. The provisions of this section shall survive the termination of this Agreement. [The Remainder of this page intentionally has been left blank.] EXHIBIT A to Sale Agreement FORM OF BUYER NOTE ___________, 1997 FOR VALUE RECEIVED, the undersigned, EXIDE U.S. FUNDING CORPORATION, a Delaware corporation ("Buyer"), promises to pay to EXIDE CORPORATION, a Delaware corporation ("Seller" and together with its successors and assigns, "Holder"), on the terms and subject to the conditions set forth in this promissory note (this "Note") and in the Sale Agreement, dated as of March 31, 1997 (the "Agreement") between Buyer and Seller, the amount specified pursuant to Article III of the Agreement as owing hereunder. Such amount, as shown in the records of the Servicer, will be rebuttable presumptive evidence of the principal amount and interest owing under this Note.
Sample 1
Recourse to Buyer. Except to the extent expressly provided ----------------- otherwise in this Agreement, the obligations of Buyer under this Agreement are solely the obligations of Buyer. No recourse shall be had for payment of any fee payable by or other obligation of or claim against Buyer that arises out of this Agreement against any director, officer or employee of Buyer. The provisions of this section shall survive the termination of this Agreement.
Sample 1
Recourse to Buyer. 30 EXHIBITS EXHIBIT A Form of Buyer Note EXHIBIT B Form of Seller Assignment Certificate SCHEDULES SCHEDULE 1 Changes in Seller's Financial Condition SCHEDULE 2 Information Regarding Affiliates and Trade Names SCHEDULE 3 List of Permitted Lockbox Banks and Lockbox Accounts This SALE AGREEMENT, dated as of March 31, 1997 (this "Agreement"), is made between EXIDE CORPORATION, a Delaware corporation ("Seller"), and EXIDE U.S. FUNDING CORPORATION, a Delaware corporation ("Buyer"). Pursuant to the Receivables Purchase Agreement dated as of the date hereof among Seller, Buyer and Three Rivers Funding Corporation, a Delaware corporation ("Second Step Purchaser") (as amended, supplemented or otherwise modified from time to time, the "Purchase Agreement"), Buyer intends to transfer a participation interest in the Receivables sold pursuant hereto, together with Receivables contributed to Buyer by Seller from time to time, to the Second Step Purchaser in order to, among other things, finance its purchases hereunder. Except as otherwise defined herein or in Appendix A hereto, capitalized terms have the meanings assigned to them in the Purchase Agreement.
Sample 1

Related to Recourse to Buyer

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Merger Sale Conveyance and Lease Section 11.01. Company May Consolidate, Etc. on Certain Terms 49 Section 11.02. Successor Corporation to Be Substituted 50 Section 11.03. Officer’s Certificate and Opinion of Counsel to Be Given to Trustee 50 Section 12.01. Indenture and Notes Solely Corporate Obligations 51

  • Execution of Financing Statements Pursuant to Section 9-402 of the New York UCC and any other applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

  • Reports of Foreclosures and Abandonment of Mortgaged Property The Master Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and deliver to the Trustee an Officers' Certificate on or before March 31 of each year stating that such reports have been filed. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code.

  • Copies of Documents Relating to Title Exceptions Copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or title report delivered pursuant to clause (iv) or (v) above;

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Manner of Conveyance; Limited Warranty; Nonrecourse; Etc THE CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER'S DEED OR RECEIVER'S XXXX OF SALE, "AS IS", "WHERE IS", WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

  • Return of Documents and Property Upon termination of the Executive’s employment for any reason, the Executive (or his heirs or personal representatives) shall immediately deliver to the Company (a) all documents and materials containing Confidential Information (including without limitation any “soft” copies or computerized or electronic versions thereof) or otherwise containing information relating to the business and affairs of any member of the Parent Group (whether or not confidential), and (b) all other documents, materials and other property belonging to any member of the Parent Group that are in the possession or under the control of the Executive.

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.

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