We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Trustee Liability Clause in Contracts

Trustee Liability. The following provisions shall apply to each of the parties to this Agreement that are acting as trustees of a trust (a “Trustee Party”): (a) No Trustee Party shall have any personal liability or obligations of any kind under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party. Any and all personal liability of any Trustee Party for breaches by any Stockholder of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by Parent as a condition of and consideration for the execution of this Agreement. (b) By executing and delivering this Agreement or any other document contemplated by the Merger Agreement, such Trustee Party is acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee Party. (c) Any claim or right to proceed against any Trustee Party individually, or the individual property or assets of any Trustee Party, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall be had against any Trustee Party or any of its assets, except to the extent of the trust estate and assets of the trust administered by such Trustee Party from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (d) Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Subject Shares; provided, that Subject Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (i) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (ii), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (iii) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (iv) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (v) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to and becomes a “Stockholder” for all purposes under, this Agreement. (e) Parent hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it shall not institute against, or join any other Person in instituting against, any Trustee Party individually, or the individual property or assets of any Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transaction; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property or assets of such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee Party.

Appears in 2 contracts

Samples: Share Exchange Agreement (GLG Partners, Inc.), Share Exchange Agreement (GLG Partners, Inc.)

Trustee Liability. The following provisions shall apply to each of the parties to this Agreement that are acting as trustees of a trust (a “Trustee Party”): (ai) No Trustee Party shall have any personal liability or obligations of any kind under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party. Any and all personal liability of any Trustee Party for breaches by any Stockholder of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by each of Parent and Merger Sub as a condition of and consideration for the execution of this Agreement. (bii) By executing and delivering this Agreement or any other document contemplated by the Merger Agreement, such Trustee Party is acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee Party. (ciii) Any claim or right to proceed against any Trustee Party individually, or the individual property or assets of any Trustee Party, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall be had against any Trustee Party or any of its assets, except to the extent of the trust estate and assets of the trust administered by such Trustee Party from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (div) Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Subject Covered Shares; provided, however, that Subject Covered Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (iA) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (iiB), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (iiiC) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (ivD) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (vE) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to to, and becomes a “Stockholder” for all purposes under, under this Agreement. (ev) Each of Parent and Merger Sub hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it shall not institute against, or join any other Person in instituting against, any Trustee Party individually, or the individual property or assets of any Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transaction; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property or assets of such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee Party.

Appears in 2 contracts

Samples: Voting and Support Agreement (GLG Partners, Inc.), Voting and Support Agreement (GLG Partners, Inc.)

Trustee Liability. 6.1 The following provisions Trustee shall apply to each of the parties to this Agreement that are acting as trustees of a trust (a “Trustee Party”): (a) No Trustee Party shall not have any personal liability or obligations of any kind under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a partyAgreement. Any and all personal liability of any the Trustee Party for breaches by any Stockholder Buyer of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by Parent Seller as a condition of and consideration for the execution of this Agreement. (b) 6.2 By executing and delivering this Agreement or any other document contemplated by the Merger Agreement, such the Trustee Party is acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee PartyBuyer. (c) 6.3 Any claim or right to proceed against any the Trustee Party individually, or the individual property or assets of any Trustee Partythe Trustee, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall be had against any the Trustee Party or any of its assets, except to the extent of the trust estate and assets of the trust administered by such Trustee Party Buyer from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (d) 6.4 Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any the Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party Buyer other than the Subject GLG Shares; provided, that Subject Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (i) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (ii), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (iii) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (iv) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (v) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to and becomes a “Stockholder” for all purposes under, this Agreement. (e) Parent 6.5 Seller hereby irrevocably agrees that, in furtherance of the provisions of this SectionSection 6, (i) it shall not institute against, or join any other Person person in instituting against, any the Trustee Party individually, or the individual property or assets of any Trustee Partythe Trustee, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transactionthis Agreement; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Partythe Trustee, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any the Trustee Party individual property or assets of such Trustee Partythe Trustee, it promptly shall return such asset or amount recovered to such Trustee Partythe Trustee.

Appears in 2 contracts

Samples: Purchase Agreement (Blue Hill Trust), Purchase Agreement (Blue Hill Trust)

Trustee Liability. The following provisions shall apply to each of the parties Parties to this Agreement that are acting as trustees of a trust (a “Trustee Party”): (a) No Trustee Party shall have any personal liability or obligations of any kind under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a partyTransaction Document. Any and all personal liability of any Trustee Party for breaches by any Stockholder Seller of any obligations, covenants or agreements, either at common law or at equity, under any law Law or otherwise, is hereby expressly waived by Parent the Buyer Group as a condition of and consideration for the execution of this Agreement. (b) By executing and delivering this Agreement or any other document contemplated by the Merger AgreementTransaction Document, such Trustee Party is solely acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, Transaction Document is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee Party. (c) Any claim or right to proceed against any Trustee Party individually, or the individual property or assets of any Trustee Party, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party Transaction Document shall be had against any Trustee Party or any of its assets, except to the extent of the trust estate and assets of the trust administered by such Trustee Party from time to timeParty, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law Law or otherwise. (d) Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party Transaction Document shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Subject Shares; provided, that Subject Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (i) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (ii), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (iii) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (iv) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (v) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to and becomes a “Stockholder” for all purposes under, this Agreement. (e) Parent The Buyer Group hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it shall not institute against, or join any other Person in instituting against, any Trustee Party individually, or the individual property or assets of any Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transaction; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(21111(b)(2) of such Act; Act and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property any assets or amounts other than the trust estate and assets of the trust administered by such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee Party.

Appears in 1 contract

Samples: Purchase Agreement (Freedom Acquisition Holdings, Inc.)