Series Liability Sample Clauses

Series Liability. Each party hereto acknowledges and agrees that (a) the Series 2004-B Portfolio Interest is a separate series of the Titling Trust as provided by Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series 2004-B Portfolio Interest shall be enforceable only against the Series 2004-B Portfolio Assets, and not against any other Portfolio Assets or the General Portfolio, (c) except to the extent required by law or specified in the Titling Trust Agreement or in this Series 2004-B Portfolio Supplement, Portfolio Assets with respect to any Portfolio Interest (other than the Series 2004-B Portfolio Interest) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Series 2004-B Portfolio Interest in respect of such claim, and (d) no creditor or holder of a claim relating to Titling Trust Assets allocated to the Series 2004-B Portfolio Interest shall be entitled to maintain any action against or recover any Titling Trust Assets allocated to the General Interest or any other Portfolio Interest.
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Series Liability. Each party hereto represents, warrants and covenants (and each holder or pledgee of the 1999-1A Sold SUBI, by virtue of its acceptance of such 1999-1A Sold SUBI or pledge thereof represents, warrants and covenants) that (a) the 1999-1A Sold SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Sec. 3801, et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the 1999-1A Sold SUBI or the 1999-1A Sold SUBI Portfolio shall be enforceable against the 1999-1A Sold SUBI Portfolio only, and not against any other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI, any other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law or specified in the Origination Trust Agreement or in this 1999-1A Sold SUBI Supplement, UTI Assets or SUBI Assets with respect to any SUBI (other than the 1999-1A Sold SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 1999-1A Sold SUBI in respect of such claim, (d)(i) no creditor or holder of a claim relating to assets allocated to the 1999-1A Sold SUBI or the 1999-1A Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the 1999-1A Sold SUBI or any SUBI Assets other than the 1999-1A Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the 1999-1A Sold SUBI, and (e) any purchaser, assignee or pledgee of an interest in the 1999-1A Sold SUBI, the 1999-1A Sold SUBI Certificate, any other SUBI, any other SUBI Certificate, the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each ...
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Series Liability. 14 Section 14.7. No Petition: Release of Claims. . . . . . . . . . . . . .15 Schedule I - Description of 1999-1A SUBI Assets Exhibit A - Form of 1999-1A Sold SUBI Certificate Exhibit B - Form of Assignment Agreement Exhibit C - Form of Officer's Certificate SOLD SUBI SUPPLEMENT 1999-1A TO ORIGINATION TRUST AGREEMENT THIS SOLD SUBI SUPPLEMENT 1999-1A TO ORIGINATION TRUST AGREEMENT (the "1999-1A Sold SUBI Supplement") is dated and effective as of June 30, 1999, among RAVEN FUNDING LLC ("SPV" or, in its capacity as settlor, the "Settlor", or in its capacity as initial beneficiary, the "Initial Beneficiary"), PHH VEHICLE MANAGEMENT SERVICES LLC, a Delaware limited liability company ("VMS"), as UTI Trustee (in such capacity, together with any successor or permitted assign, the "UTI Trustee") and as Servicer (in such capacity, together with any successor or permitted assign, the "Servicer") and WILMINGTON TRUST COMPANY, as Delaware Trustee (in such capacity, together with any successor or permitted assign, the "Delaware Trustee"), and as trustee with respect to the 1999-1A Sold SUBI (in such capacity, together with any successor or permitted assign, the "SUBI Trustee"; together with the UTI Trustee and the Delaware Trustee, the "Origination Trustees").
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Series Liability. 10 Section 11.11 Authorization to Enter into Related Agreements......................10 EXHIBITS: EXHIBIT A Series 2003-A Portfolio Certificate........................................A-1 SERIES 2003-A PORTFOLIO SUPPLEMENT TO THE TITLING TRUST AGREEMENT SERIES 2003-A PORTFOLIO SUPPLEMENT TO THE TITLING TRUST AGREEMENT (as amended from time to time, this "Series 2003-A Portfolio Supplement"), dated as of June 5, 2003, among HARCO LEASING COMPANY, INC., a Delaware corporation, as Grantor and Initial Beneficiary ("Harco Leasing"), BANK ONE, NATIONAL ASSOCIATION, a national banking association (formerly known as First National Bank of Chicago) as General Interest Trustee (in such capacity, together with any successor or permitted assign, the "General Interest Trustee"), BANK ONE DELAWARE, INC., a Delaware corporation (formerly known as First Chicago Delaware, Inc.) (in such capacity, together with any successor or permitted assign, the "Delaware Trustee") and BANK ONE, NATIONAL ASSOCIATION, as Portfolio Trustee with respect to the Series 2003-A Portfolio Interest (in such capacity, together with any successor or permitted assign, "Series 2003-A Portfolio Trustee").
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Series Liability. Each Holder and Secured Party agrees (such ---------------- agreement to be evidenced by the acceptance by such Holder or Secured Party of the benefits of the applicable Trust Interest or Security Interest) that: (a) any respective Trust Interest in which such Holder holds a beneficial interest or in the assets allocated to such trust interest to which such Secured Party holds (through the Collateral Agent) a security interest is a separate series of the Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. (S) 3801 et seq., (b) the debts, liabilities, ------- ------ obligations and expenses incurred, contracted for or otherwise existing with respect to the assets allocated to such Trust Interest shall be enforceable against such Trust Interest and the assets allocated to such Trust Interest only, and not against any other assets of Trust Interests of the Trust, (c) except to the extent required by law or specified in the Trust Agreement, assets of the Trust allocated to any other Trust Interest shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to such Trust Interest or the assets allocated thereto in respect of such claim, (d) no creditor or holder of a claim relating to assets allocated to any Trust Interest shall be entitled to maintain any action against or recover any assets allocated to any other Trust Interest, and (e) any purchaser, assignee or pledgee of an interest in any Trust Interest or the Certificate relating thereto, and each Secured Party must, prior to or contemporaneously with such purchase, the grant of any such assignment, pledge or security interest or the execution and delivery of any Collateral Supplement, (i) give to the Trust a non-petition covenant substantially similar to that set forth in Section 9.7, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the other Trust Interests, to release all claims to the assets of the Trust allocated to the other Trust Interests and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Trust allocated to such Trust Interests.
Sample 1
Series Liability. 10 Section 14.7. No Petition: Release of Claims...........................11 Schedule I - Description of 1999-1A SUBI Assets Exhibit A - Form of 1999-1A Sold SUBI Certificate Exhibit B - Form of Assignment Agreement Exhibit C - Form of Officer's Certificate
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Related to Series Liability

  • Advisor’s Liability The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the co-administrators or the Trust or another third party for inclusion therein. The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by Advisor or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

  • TRUSTEE'S LIABILITY A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or Shareholders of the Trust individually, but binding only upon the assets and property of the Trust.

  • Reinsurer’s Liability The Reinsurer’s liability with respect to the Reinsured Risks will terminate on the earliest of: (i) the date the Company’s liability with respect to the Reinsured Risks is terminated and all amounts due the Company from the Reinsurer with respect to such Reinsured Risks are paid to the Company by or on behalf of the Reinsurer; and (ii) the date this Agreement is terminated upon the written agreement of the parties.

  • Seller's Liability Seller shall remain liable for all Liability related to workers’ compensation, disability and occupational diseases of or with respect to all of Seller’s employees attributable to injuries, claims, conditions, events and occurrences occurring prior to the Closing Date, which Liability shall be a Retained Liability.

  • Products Liability There is no Action before any Governmental Authority involving Seller based upon breach of product warranty, strict liability in tort, negligent design, negligent manufacture of product, defects in design, manufacture, materials or workmanship, negligent provision of services, or any other allegation of liability, including or resulting in product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instruction for use), documentation or sale of products (collectively, “Product Claims”; and, to the Knowledge of Seller, there is no basis for any such Product Claim. To the Knowledge of Seller, there are no material errors in any published technical documentation, specifications, manuals or user guides provided in the ordinary course of business to customers of the Business. There have been no material defects in design, manufacturing, materials or workmanship, including any failure to warn, or any breach of express or implied warranties or representations, which involve any product manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller. There have been no product recalls by Seller with respect to any products manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller, or to the Knowledge of Seller any investigation or consideration of or decision made by any Person or Governmental Authority concerning whether to undertake or not to undertake any recall. All manufacturing standards applied, testing procedures used, and product specifications disclosed to customers by Seller have complied in all material respects with all requirements established by any applicable Law or any Governmental Authority.

  • Non-Liability Subject the terms and conditions of Article 14 and Article 18 hereof, Landlord shall not be liable for damage to any property of Tenant or of others located on the Property, nor for the loss of or damage to any property of Tenant or of others by theft or otherwise. Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Property or from the pipes, appliances, or plumbing works or from the roof, street or subsurface or from any other place or by dampness, or by any other cause of whatsoever nature. Landlord shall not be liable for any such damage caused by other tenants or persons in the Property, occupants of adjacent property, of the buildings, or the public or caused by operations in construction of any private, public or quasi-public work. Landlord shall not be liable to Tenant for any damages as the result of any latent defect in the Premises. All property of Tenant kept or stored on the Premises shall be so kept or stored at the risk of Tenant only and Tenant shall hold Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant’s insurance carrier.

  • Employers Liability Each Employer’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements entered into between a Participant and the Employer. An Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral agreement or agreements. An Employer shall have no liability to Participants employed by other Employers.

  • Cap on Liability Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed $1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

  • No Additional Liability Nothing in this Coordination Agreement shall impose any liability or obligation on the part of any party to this Coordination Agreement to make any payment or disbursement in addition to any liability or obligation such party has under the Program Documents, except to the extent that a party has actually received funds which it is obligated to disburse pursuant to this Coordination Agreement.

  • Maximum Liability The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

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