Limited Obligations Clause Samples

Limited Obligations. This Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement. The Securities Intermediary may conclusively rely and shall be fully protected in acting or refraining from acting upon notices and communications it believes to be genuine and given by the appropriate party. Except for permitting a withdrawal, delivery or payment in violation of Article III, the Securities Intermediary shall not be liable to the Secured Party, the Servicer or the Issuer for any error of judgment made in good faith and in accordance with this Agreement, nor shall it otherwise be liable under this Agreement except as a result of its own willful misconduct, bad faith or negligence.

Limited Obligations. It is the desire and intent of each Assignor and the Secured Creditors that this Agreement shall be enforced against each Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Assignor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by an Assignor in respect of the Second Lien Obligations, each Assignor, other than the Borrower (collectively, the “second lien assignors”), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien assignors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law (as defined in the Senior Secured Notes Indenture), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien assignors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien assignors hereby irrevocably agree that the Second Lien Obligations of the second lien assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien assignors) as will result in the Second Lien Obligations of the second lien assignors hereunder not constituting a fraudulent transfer or conveyance.

Limited Obligations. Purchaser’s payment obligations are special limited obligations of the Purchaser payable solely from the revenues of San ▇▇▇▇ Clean Energy. Purchaser’s payment obligations under this Agreement are not a charge upon the revenues or general fund of the City of San ▇▇▇▇ or upon any non- San ▇▇▇▇ Clean Energy moneys or other property of the Community Energy Department or the City of San ▇▇▇▇.

Limited Obligations. Nothing herein contained shall constitute the Selling Dealers as a partnership, association or other separate entity or partners with us, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We shall not have any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Act, and no other obligations on our part shall be implied hereby or inferred herefrom. (a) We will indemnify and hold you harmless in the manner and to the extent specified in Section 6.3 of the Partnership’s Partnership Agreement (the terms of which are incorporated herein by reference) against any losses, claims, damages or liability, joint or several, to which you may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus, or amendment or supplement thereto relating to the Partnership, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; and we will reimburse you for any legal or other expenses reasonably incurred by you in connection with investigating or defending any such action or claim; provided, however, that we shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or an alleged untrue statement or omission or alleged omission made in any Registration Statement, Prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished to us by you expressly for use therein, and further provided that we will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liability. The indemnity agreement in this subsection (a) shall be in addition to any liability which we may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls you within the meaning of the Act. (b) You agree to indemnify us and the Partnership and hold us and the Partnership harmless against any losses, claims, damages or liabilities to w...

Limited Obligations. The Bonds shall be limited obligations of the Issuer, payable by the Issuer solely out of the Revenues (including all sums deposited in any fund from time to time pursuant to this Indenture, the Loan Agreement, and in certain events, as provided herein, out of amounts attributable to Bond proceeds or amounts obtained through the exercise of any remedy provided herein upon occurrence of an Event of Default under this Indenture). The Bonds shall never be paid out of any other funds of the Issuer except such Revenues. No recourse under the Bonds shall be had against any past, present or future officer or trustee of the Issuer. The Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or out of any other revenues or assets of the Issuer or the State except those Revenues pledged by this Indenture. THE BONDS ARE LIMITED AND SPECIAL OBLIGATIONS OF THE ISSUER AND DO NOT CONSTITUTE OR CREATE AN OBLIGA-TION, GENERAL OR SPECIAL, DEBT, LIABILITY OR MORAL OBLIGATION OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITU-TIONAL OR STATUTORY PROVISIONS WHATSOEVER AND NEITHER THE FAITH OR CREDIT NOR THE TAXING POWER OF THE STATE OR OF ANY POLITICAL SUBDIVI-SION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR THE INTEREST ON THE BONDS. THE BONDS ARE NOT A GENERAL OBLIGATION OF THE ISSUER (WHICH HAS NO TAXING POWER AND RECEIVES NO FUNDS FROM ANY GOVERNMENTAL BODY) BUT ARE A LIMITED AND SPECIAL REVENUE OBLIGATION OF THE ISSUER PAYABLE SOLELY OUT OF THE TRUST ESTATE, INCLUDING THE REVENUES.

Limited Obligations. Buyer’s payment obligations under this Agreement are special limited obligations of Buyer payable solely from the Designated Fund and are not a charge upon the revenues or general fund of the City of San ▇▇▇▇ or upon any non- San ▇▇▇▇ Clean Energy moneys or other property of the Energy Department or the City of San ▇▇▇▇.]

Limited Obligations. The City of San José’s payment obligations under this Agreement are special limited obligations of San ▇▇▇▇ Clean Energy payable solely from the Designated Fund and are not a charge upon the revenues or general fund of the City of San ▇▇▇▇ or upon any non- San ▇▇▇▇ Clean Energy moneys or other property of the Community Energy Department or the City of San ▇▇▇▇.

Limited Obligations. The Bonds shall be limited obligations of the Issuer and shall be payable by the Issuer solely out of the Revenues. The Bonds shall never be payable out of any other funds of the Issuer except the Revenues. Neither the faith and credit nor the taxing power of the Commonwealth, the Issuer, or any other political corporation, subdivision or agency thereof is pledged to the payment of the principal of and premium, if any, or interest on such Bonds.

Limited Obligations. It is the desire and intent of the Pledgor, the Collateral Agent and the Secured Creditors that this Agreement shall be enforced against the Pledgor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If and to the extent that the obligations of the Pledgor under this Agreement shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers, which laws would determine the solvency of the Pledgor by reference to the full amount of the Obligations at the time of the execution and delivery of this Agreement), then the amount of the Obligations of the Pledgor shall be deemed to be reduced and the Pledgor shall pay the maximum amount of the Obligations which would be permissible under the applicable law.