DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS Sample Clauses

DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. Corporate Property Investors refers to the Trustees for the time being under an Amended and Restated Declaration of Trust dated as of June 15, 1978, as amended, on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust provides that the obligations of Corporate Property Investors shall not constitute personal obligations of its Trustees, officers, shareholders, employees or agents, and that all persons dealing with Corporate Property Investors shall look solely to the assets of Corporate Property Investors for satisfaction of any liability of Corporate Property Investors, and will not seek recourse against such Trustees, officers, shareholders, employees or agents or any of them or any of their personal assets for such satisfaction.
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DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. Corporate Property Investors is the designation of the Trustees under a Declaration of Trust, as amended and restated, on file with the Secretary of the Commonwealth of Massachusetts, and neither the shareholders nor the Trustees, officers, employees or agents of the Trust created thereby, nor any of their personal assets, shall be liable hereunder (or under any Note), and all persons dealing with the Trust shall look solely to the Trust estate for the payment of any claims hereunder (or under any Note) or for the performance hereof (or of any Note). TABLE OF CONTENTS Page ----
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DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. Corporate Property Investors is the designation of the Trustees under a Declaration of Trust, as amended and restated, on file with the Secretary of the Commonwealth of Massachusetts, and neither the shareholders nor the Trustees, officers, employees or agents of the Trust created thereby, nor any of their personal assets, shall be liable hereunder, and all persons dealing with the Trust shall look solely to the Trust estate for the payment of any claims hereunder or for the performance hereof. [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Notes described in the within-mentioned Indenture. MORGXX XXXRANTY TRUST COMPANY OF NEW YORK, as Trustee By:_______________________ Authorized Officer [FORM OF REVERSE OF NOTE] CORPORATE PROPERTY INVESTORS
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DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. Corporate Property Investors is the designation of the Trustees under a Declaration of Trust, as amended and restated, on file with the Secretary of State of the Commonwealth of Massachusetts, and neither the shareholders nor the Trustees, officers, employees or agents of the Trust Created thereby, nor any of their personal assets, shall be liable hereunder (or under any Note), and all persons dealing with the Trust shall look solely to the Trust estate for the payment of any claims hereunder (or under any Note) or for the performance hereof (or of any Note). The foregoing limitation of liability is in addition to, and not exclusive of, any limitation of liability applicable to such Persons by operation of law. Each Holder by accepting a Note waives and releases all such liability. Such waiver and release are part of the consideration for the issue of the Notes. 2 TABLE OF CONTENTS
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DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. 33 ii 4 ARTICLE TWO ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES
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DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. Corporate Property Investors is the designation of the Trustees under a Declaration of Trust, as amended and restated, on file with the Secretary of the Commonwealth of Massachusetts, and neither the shareholders nor the Trustees, officers, employees or agents of the Trust created thereby, nor any of their personal assets, shall be liable hereunder, and all persons dealing with the Trust shall look solely to the Trust estate for the payment of any claims hereunder or for the performance hereof. The foregoing limitation of liability is in addition to, and not exclusive of, any limitation of liability applicable to such persons by operation of law. Each Holder by accepting a Note waives and releases all such liability. Such waiver and release are part of the consideration for the issue of the Notes. [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Notes described in the within-mentioned Indenture. CHEMICAL BANK, as Trustee By: --------------------------------- Authorized Officer
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DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. Corporate Property Investors refers to the Trustees for the time being under a Second Amended and Restated Declaration of Trust dated as of March 16, 1995, as amended, on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust provides that the obligations of Corporate Property Investors shall not constitute personal obligations of its Trustees, officers, shareholders, employees or agents, and that all persons dealing with Corporate Property Investors shall look solely to the assets of Corporate Property Investors for satisfaction of any liability of Corporate Property Investors, and will not seek recourse against such Trustees, officers, shareholders, employees or agents or any of them or any of their personal assets for such satisfaction. The foregoing limitation of liability is in addition to, and not exclusive of, any limitation of liability applicable to such persons by operation of law. Each Holder by accepting a Note waives and releases all such liability. Such waiver and release are part of the consideration for the issue of the Notes.
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DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. Corporate Property Investors is the designation of the Trustees under a Declaration of Trust, as amended and restated, on file with the Secretary of the Commonwealth of Massachusetts, and neither the shareholders nor the Trustees, officers, employees or agents of the Trust created thereby, nor any of their personal assets, shall be liable hereunder (or under any Note), and all persons dealing with the Trust shall look solely to the Trust estate for the payment of any claims hereunder (or under any Note) or for the performance hereof (or of any Note). 2 TABLE OF CONTENTS Page ---- PARTIES .................................................................. 1 RECITALS ................................................................. 1
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DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS. Corporate Property Investors refers to the Trustees for the time being under an Amended and Restated Declaration of Trust dated as of June 15, 1978, as amended, on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust
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Related to DISCLAIMER OF LIABILITY OF SHAREHOLDERS AND OTHERS

  • Limitation of Liability of Trustees and Others The Service Provider acknowledges that the trustees, officers, employees, agents or shareholders of the Trust shall not be liable for any obligations of the Trust or of the Funds this Servicing Agreement and agrees that, in asserting any rights or claims under this Servicing Agreement or the Plan, it shall look only to the assets and property of the Fund to which the Service Provider’s rights or claims relate in settlement of such rights or claims, and not to the trustees, officers, employees, agents or shareholders of the Trust.

  • Limitation on Liability of Company and Others Neither the Company nor any of the directors, officers, employees or agents of the Company shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment, provided, however, that this provision shall not protect the Company or any such Person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability which would otherwise be imposed under this Agreement. The Company and any director, officer, employee or agent of the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability, provided, however, that the Company may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the Company shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action.

  • Limitation on Liability of the Company and Others The Company and any director, officer, employee or agent of a member of the Company may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement or under the Trust Agreement, and that in its opinion may involve it in any expense or liability.

  • Limitations on Liability of the Master Servicer and Others Subject to the obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:

  • Limitation on Liability of Seller and Others Seller and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

  • Limitation of Liability of Trustees and Shareholders The Adviser acknowledges the following limitation of liability:

  • Limitation on Liability of the Seller and Others The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder. The Seller and any director, officer, employee or agent of the Seller may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Seller shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Seller’s duty to service the Mortgage Loans in accordance with this Agreement.

  • LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary 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 or shareholders individually but are binding only upon the assets and property of the Fund.

  • Limitation on Liability of Administrator and Others (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Administrator and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

  • Limitation on Liability of the Master Servicer and Others Neither the Master Servicer nor any of its directors, officers, employees, or agents is liable to the Trust, the Owner Trustee, the Transferor, or the Noteholders for the Master Servicer's taking any action or refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment. This provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents against any liability that would otherwise be imposed for misfeasance, bad faith, or gross negligence in the performance of the duties of the Master Servicer or for reckless disregard of the obligations of the Master Servicer. The Master Servicer and any of its directors, officers, employees, or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything arising under this Agreement. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any action that it deems appropriate with respect to this Agreement and the interests of the Noteholders. If so, the reasonable legal expenses and costs of the action and any resulting liability shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination).

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