Effect on Seller’s Interest Sample Clauses

Effect on Seller’s Interest. Without limiting the generality of any other provision of this Agreement, upon the sale of the Offered Interest under this Article V, the Selling Holder, without further action, will have no rights in the Partnership or the Company or against the Partnership or the Company or any Member or Partner other than the right to receive payment for the Offered Interest in accordance with this Article.
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Effect on Seller’s Interest. From the Purchase Date to the date of the Transfer of the Purchase Interest under this Section 15, the Percentage Interest represented by the Purchase Interest will be excluded from any calculation of aggregate Percentage Interests for purposes of any approval required of Members under this Agreement. All distributions of cash or assets due to the Seller by the Company from the Purchase Date to the date of the closing of the purchase may be applied against obligations of Buyer to the Seller. Without limiting the generality of any other provision of this Agreement, upon the exercise of the Purchase Option, the Seller, without further action, will have no rights in the Company or against the Company or any Manager or Member other than the right to receive payment for the Purchase Interest in accordance with sub-Section 15(a)(iii). As a condition to the closing of any purchase referenced in this Section 15, which condition must be satisfied prior to the scheduled closing date, the Seller will be entitled to full and complete releases of its liability to any creditors of the Company without the liability of the Seller.
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Effect on Seller’s Interest. From the Purchase Date to the date of the Transfer of the Purchase Interest under this ARTICLE 7, (i) the Percentage Interest represented by the Purchase Interest will be excluded from any calculation of aggregate Percentage Interests for purposes of any approval required of Members under this Agreement, except for any approvals required under Section 6.7, the members of the Executive Committee appointed by the Seller shall be excluded from any vote of the members of the Executive Committee and a majority in number of the other Executive Committee Members shall make all decisions on behalf of the Executive Committee and (ii) if MAA is the Seller, any or all Related Agreements with MAA or its Affiliates, at the sole election of Xxxxxx Mae, shall terminate without any further liability of the Company or Project Subsidiary to MAA or its Affiliates thereunder. All distributions of cash or assets due to the Seller by the Company from the Purchase Date to the date of the closing of the purchase may be applied against obligations of the Seller or otherwise set off against the purchase price of Seller’s Purchase Interest. Without limiting the generality of any other provision of this Agreement, upon the exercise of the Purchase Option, the Seller, without further action, will have no rights in the Company or against the Company or any Member other than the right to receive payment for the Purchase Interest in accordance with Section 7.3 and indemnification and exculpation rights under ARTICLE 6. As a condition to the closing of any purchase referenced in this ARTICLE 7, which condition must be satisfied before the scheduled closing date, the Seller will be entitled to full and complete releases of its liability from all creditors of the Company in form reasonably acceptable to the Seller or refinancing of the existing indebtedness of the Company without the liability of the Seller and also will be indemnified by the Company for all liabilities and losses arising from incidents or transactions occurring after the closing.
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Effect on Seller’s Interest. From the Purchase Date to the date of the Disposition of the Purchase Interest under this Article XII, the Units represented by the Purchase Interest will be excluded from any calculation of aggregate Sharing Ratios for purposes of any approval required of Members under this Agreement, except for approvals required by Section 14.5. All distributions of cash or assets due to the Seller by the Company from the Purchase Date to the date of the closing of the purchase may be applied against obligations of the Seller. Without limiting the generality of any other provision of this Agreement, upon the exercise of the purchase option, the Seller, without further action, will have no rights in the Company or against the Company or any Member other than the right to receive payment for the Purchase Interest in accordance with Section 12.1(c). In connection with the closing of any purchase referenced in this Article XII, the Company must (i) use commercially reasonable efforts to cause any guaranty of the debt of the Company provided by Seller or its Affiliates to be released or the debt to be refinanced without Seller or any of its Affiliates being a guarantor, and (ii) indemnify the Seller for all liabilities and losses arising from incidents or transactions occurring after the closing. [Limited Liability Company Agreement of OPM Green Energy, LLC]
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Related to Effect on Seller’s Interest

  • Effect on Securities At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • Effect on Lease (a) If the Premises are totally taken by Condemnation, this Lease shall terminate as of the Date of Condemnation. If a portion but not all of the Premises is taken by Condemnation, this Lease shall remain in effect; provided, however, that if the portion of the Premises remaining after the Condemnation will be unsuitable for Tenant’s continued use, then upon notice to Landlord within thirty (30) days after Landlord notifies Tenant of the Condemnation, Tenant may terminate this Lease effective as of the Date of Condemnation.

  • Effect on Purchase Agreement Except as expressly set forth herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of the parties.

  • Effect on Obligations Termination of this Agreement pursuant to this Article shall terminate all obligations of the parties hereunder; provided, however, that termination pursuant to paragraph (b) of Section 8.01 shall not relieve any party that breached its covenants or agreements contained herein or in any related agreement from any liability to the other party hereto by reason of such breach.

  • Effect on Shares At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any securities of the Company, Parent or Merger Sub:

  • No Effect on Other Parties Upon any termination of the rights and powers of the Servicer with respect to the Transaction SUBI Portfolio pursuant to Section 8.1 hereof, or upon any appointment of a successor Servicer with respect to the Transaction SUBI Portfolio, all the rights, powers, duties and obligations of the Origination Trustees, the UTI Holder and the Settlor under the Origination Trust Agreement, the Servicing Agreement, the Transaction SUBI Supplement, any other SUBI Supplement, any other SUBI Servicing Agreement Supplement or any other Origination Trust Document shall remain unaffected by such termination or appointment and shall remain in full force and effect thereafter, except as otherwise expressly provided herein or therein.

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Effect on Loan Documents (a) The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document. The consents, modifications and other agreements herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall not excuse any non-compliance with the Loan Documents, and shall not operate as a consent or waiver to any matter under the Loan Documents. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect. The execution, delivery and performance of this Amendment shall not operate as a waiver of or, except as expressly set forth herein, as an amendment of, any right, power or remedy of the Lenders in effect prior to the date hereof. The amendments, consents, modifications and other agreements set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, and except as expressly set forth herein, shall neither excuse any future non-compliance with the Credit Agreement, nor operate as a waiver of any Default or Event of Default. To the extent any terms or provisions of this Amendment conflict with those of the Credit Agreement or other Loan Documents, the terms and provisions of this Amendment shall control.

  • Effect on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

  • Limitation of Liability of Escrow Agent The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.

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