Common use of Responsible Officer Certificates; No Recourse Clause in Contracts

Responsible Officer Certificates; No Recourse. Any certificate --------------------------------------------- executed and delivered by a Responsible Officer of the Originators or the Purchaser pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Originators or the Purchaser, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, manager, employee, or member, as such, of the Originators or Purchaser shall not have liability for any obligation of the Originators or the Purchaser hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee, manager or member.

Appears in 2 contracts

Samples: u.s. Receivables Purchase Agreement (Huntsman Ici Holdings LLC), u.s. Receivables Purchase Agreement (Huntsman Ici Chemicals LLC)

AutoNDA by SimpleDocs

Responsible Officer Certificates; No Recourse. Any certificate --------------------------------------------- executed and delivered by a Responsible Officer of the Originators Contributor or the Purchaser Company pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Originators Contributor or the PurchaserCompany, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, manager, employee, or membermember or Shareholder, as the case may be, as such, of the Originators Contributor or Purchaser Company shall not have liability for any obligation of the Originators Contributor or the Purchaser Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee, manager or membermember or Shareholder, as the case may be.

Appears in 2 contracts

Samples: Contribution Agreement (Huntsman Ici Chemicals LLC), Contribution Agreement (Huntsman Ici Holdings LLC)

Responsible Officer Certificates; No Recourse. Any certificate --------------------------------------------- executed and delivered by a Responsible Officer of the Originators Contributor or the Purchaser Company pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Originators Contributor or the PurchaserCompany, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, managermanager (in the case of a limited liability company), employee, shareholder or membermember (in the case of a limited liability company), as such, of the Originators Contributor or Purchaser Company shall not have liability for any obligation of the Originators Contributor or the Purchaser Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee, manager (in the case of a limited liability company) or membershareholder or member (in the case of a limited liability company).

Appears in 1 contract

Samples: Asset Backed Loan Agreement (Memec Inc)

Responsible Officer Certificates; No Recourse. Any certificate --------------------------------------------- executed and delivered by a Responsible Officer of the Originators an Originator or the Purchaser pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Originators such Originator or the Purchaser, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, managermanager (in the case of a limited liability company), employee, shareholder or membermember (in the case of a limited liability company), as such, of the Originators such Originator or Purchaser shall not have liability for any obligation of the Originators such Originator or the Purchaser hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful wilful misconduct of such director, officer, employee, manager (in the case of a limited liability company) or membershareholder or member (in the case of a limited liability company).

Appears in 1 contract

Samples: Asset Backed Loan Agreement (Memec Inc)

AutoNDA by SimpleDocs

Responsible Officer Certificates; No Recourse. Any certificate --------------------------------------------- executed and delivered by a Responsible Officer of the Originators Contributor or the Purchaser Company pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Originators Contributor or the PurchaserCompany, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, manager, employee, or membermember or Shareholder, as the case may be, as such, of the Originators Contributor or Purchaser Company shall not have liability for any obligation of the Originators Contributor or the Purchaser Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee, manager or membermember or Shareholder, as the case may be.

Appears in 1 contract

Samples: Contribution Agreement (Huntsman International LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!