Restriction on Enforcement of Security; Non-Petition and Limited Recourse Sample Clauses

Restriction on Enforcement of Security; Non-Petition and Limited Recourse. 7.1 Restriction on Enforcement of Security, Non-Petition and Limited Recourse 7.1.1 Each Transaction Party (other than the Issuer and the Note Trustee) agrees with the Issuer and the Note Trustee to be bound by the terms of the Note Trust Deed (and, in particular, that no amount shall be payable by the Issuer to it unless and until all amounts required by the relevant priority of payments and the other provisions of the Note Trust Deed to be paid or provided for in priority to that amount have been paid or provided for in full). 7.1.2 Each Transaction Party (other than the Issuer) agrees with the Issuer that it shall not be entitled to take any actions, steps or proceedings which would result in the priority of payments as specified in the Note Trust Deed not being observed. 7.1.3 Each Transaction Party (other than the Note Trustee) agrees that only the Note Trustee may enforce the security created by the Note Trust Deed and that no Transaction Party (apart from the Note Trustee) shall take any steps for the purpose of recovering any of the amounts owing to it by the Issuer or enforcing any rights arising under or in connection with any of the Issuer Documents against the Issuer or procuring the winding-up, administration, bankruptcy or liquidation of the Issuer or any similar insolvency procedure in any applicable jurisdiction in respect of any of their respective liabilities or to direct the Note Trustee to do so. 7.1.4 If the resources available to the Issuer (as the case may be) at any time are insufficient to pay any liability in full, after payment of all other liabilities ranking in priority to it in accordance with the provisions of Note Trust Deed, the Transaction Party to which that liability is owed shall have no further claim against the Issuer at that time in respect of that unpaid amount and shall not then exercise any remedies against the Issuer in respect of that unpaid amount and the Issuer shall not have any further obligation with respect to that unpaid amount until and to the extent that it has sufficient resources to pay it in accordance with this paragraph 7. 7.1.5 Upon the Note Trustee giving written notice to the relevant Transaction Parties that it has determined in its opinion that there is no reasonable likelihood of there being any further realisations in respect of the Secured Property (whether arising from an enforcement of the Security or otherwise) which would be available to pay unpaid amounts outstanding under the relevant...
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Restriction on Enforcement of Security; Non-Petition and Limited Recourse of the Common Terms shall prevail at all times.
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Restriction on Enforcement of Security; Non-Petition and Limited Recourse and 9 (Obligations as Corporate Obligations) of Part 1 of the Common Terms which shall prevail in event of a conflict.
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Restriction on Enforcement of Security; Non-Petition and Limited Recourse of the Common Terms, the Issuer hereby undertakes to hold harmless and fully and effectively (subject to any limitations under English law) to indemnify and keep indemnified the Issuer Corporate Services Provider and its employees against all actions, proceedings, claims, demands, damages, costs and other liabilities whatsoever arising out of the performance of its or their duties under this Agreement save for liabilities arising as a consequence of gross negligence, fraud or wilful misconduct on the part of such persons or, for the avoidance of doubt, in the case of any negligence, default, breach of duty or breach of trust in relation to the Issuer by any such Person who is a Nominated Director or Nominated Secretary and save for any Taxes payable in respect of the remuneration referred to in Clause 12 (Remuneration, Costs and Expenses) and any recoverable VAT.
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Restriction on Enforcement of Security; Non-Petition and Limited Recourse. 16.1 Each Transaction Party which is a party to this Agreement (other than the Issuer) agrees with the Issuer and the Security Trustee that: (a) only the Security Trustee is entitled to enforce the Security or to take proceedings against the Issuer to enforce the Security or any of the provisions of the Deed of Charge and Assignment or any other Transaction Document; (b) except in accordance with the Deed of Charge and Assignment and the Trust Agreement, no Transaction Party which is a party to this Agreement (other than the Security Trustee) nor any person acting on behalf of such Transaction Party (other than the Security Trustee) shall have any right to take any proceedings against the Issuer to enforce the Security or (except in accordance with the Deed of Charge and Assignment and the Trust Agreement) to direct the Security Trustee to do so; (c) no Transaction Party which is a party to this Agreement (other than the Security Trustee) shall have the right to take or join any person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer to any Transaction Party; (d) neither it nor any party on its behalf shall initiate or join any person in initiating insolvency proceedings or the appointment of an Insolvency Official in relation to the Issuer other than a Receiver or administrator appointed by the Security Trustee pursuant to the Deed of Charge and Assignment; and (e) it shall not be entitled to take or join any person in taking any steps, corporate action, legal proceedings or other procedure which would result in the applicable Order of Priority not being observed. 16.2 Each Transaction Party which is a party to this Agreement (other than the Issuer) agrees with the Issuer and the Security Trustee that notwithstanding any other provision of any Transaction Document, all obligations of the Issuer to such Transaction Party, including, without limitation, the Secured Obligations, are limited in recourse as set out below: (a) each Transaction Party which is a party to this Agreement agrees that it will have a claim only in respect of the Charged Property and will not have any claim, by operation of law or otherwise, against, or recourse to, any of the Issuer’s other assets or its contributed capital; (b) sums payable to each Transaction Party which is a party to this Agreement in respect of the Issuer's obligations to each Transaction Party which is a party to this Agreement shall be limited to the l...
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Restriction on Enforcement of Security; Non-Petition and Limited Recourse 
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Related to Restriction on Enforcement of Security; Non-Petition and Limited Recourse

  • Security, Enforcement and Limited Recourse (i) Party A agrees with Party B and the Security Trustee to be bound by the terms of the Eighth Issuer Deed of Charge and, in particular, confirms that: (A) no sum will be payable by or on behalf of Party B to it except in accordance with the provisions of the Eighth Issuer Deed of Charge; and (B) it will not take any steps for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against Party B, subject to the provisions of the Eighth Issuer Deed of Charge. (ii) In relation to all sums due and payable by Party B to Party A, Party A agrees that it will have recourse only to Eighth Issuer Available Funds, but always subject to the order of priority of payments set out in the Eighth Issuer Cash Management Agreement and the Eighth Issuer Deed of Charge.

  • Restriction on Enforcement Hedge Counterparties

  • Limitation on Enforcement The Lenders agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders and that no Lender shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement. The Lenders further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors.

  • GOVERNING LAW & ENFORCEMENT The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Compensation and Limitation of Liability of Trustees Compensation ------------ Section 1. The Trustees as such shall be entitled to reasonable ---------- compensation from the Trust; they may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking, underwriting, brokerage or other services and payment for the same by the Trust. Limitation of Liability ----------------------- Section 2. The Trustees shall not be responsible or liable in any event ---------- for any neglect or wrongdoing of any officer, agent, employee, adviser, sub- adviser, manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

  • Limitation on Payment of Funding Despite section 4.1, the Funder: (a) will not provide any funds to the HSP until this Agreement is fully executed; (b) may pro-rate the funds identified in Schedule A to the date on which this Agreement is signed, if that date is after April 1; (c) will not provide any funds to the HSP until the HSP meets the insurance requirements described in section 10.4; (d) will not be required to continue to provide funds in the event the HSP breaches any of its obligations under this Agreement, until the breach is remedied to the Funder’s satisfaction; and (e) upon Notice to the HSP, may adjust the amount of funds it provides to the HSP in any Funding Year based upon the Funder’s assessment of the information contained in the Reports.

  • LIMITATION OF LIABILITY TO TRUST PROPERTY The term “

  • Limitation on Duties Regarding Preservation of Collateral The Lender's duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as the Lender deals with similar property for its own account. Neither the Lender nor any of its directors, officers or employees shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or otherwise.

  • Limitation of Recourse The obligations of Pledgor hereunder are obligations solely of Pledgor and shall not constitute a debt or obligation of any direct or indirect member, partner or shareholder of Pledgor or any of their respective directors, officers, agents or employees (each such Person, a "Non-Recourse Party"). No Non-Recourse Party shall be liable for any amount payable by Pledgor under this Agreement and the Secured Parties shall not seek a money judgment or deficiency or personal judgment against any Non-Recourse Party for payment of the indebtedness payable by Pledgor evidenced by this Agreement. No property or assets of any Non-Recourse Party, other than as contemplated in the Financing Documents, shall be sold, levied upon or otherwise used to satisfy any judgment rendered in connection with any action brought against Pledgor with respect to this Agreement or the other Financing Documents. The foregoing acknowledgments, agreements and waivers shall be enforceable by any Non-Recourse Party. Notwithstanding the foregoing, nothing in this Section 28 shall limit or affect or be construed to limit or affect the obligations and liabilities of any Credit Party or any other Non-Recourse Party (a) in accordance with the terms of any Transaction Document or Financing Document creating such liabilities and obligations to which such Credit Party or Non-Recourse Party is a party, (b) arising from liability pursuant to any applicable Requirement of Law for such Credit Party's or such Non-Recourse Party's fraudulent actions, knowing misrepresentations or willful misconduct or (c) with respect to amounts distributed to it in violation of Section 6.10 of the Credit Agreement. [Remainder of page intentionally left blank.]

  • Limitation on Payment of Funds Despite section A4.1: (a) the Province is not obligated to provide any Funds to the Recipient until the Recipient provides the certificates of insurance or other proof as the Province may request pursuant to section A10.2; (b) the Province is not obligated to provide instalments of Funds until it is satisfied with the progress of the Project; (c) the Province may adjust the amount of Funds it provides to the Recipient in any Funding Year based upon the Province’s assessment of the information the Recipient provides to the Province pursuant to section A7.1; or (d) if, pursuant to the Financial Administration Act (Ontario), the Province does not receive the necessary appropriation from the Ontario Legislature for payment under the Agreement, the Province is not obligated to make any such payment, and, as a consequence, the Province may: (i) reduce the amount of Funds and, in consultation with the Recipient, change the Project; or (ii) terminate the Agreement pursuant to section A12.1.

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