Limited Recourse and Non-Petition Sample Clauses
The Limited Recourse and Non-Petition clause restricts the ability of creditors or counterparties to seek repayment or enforce claims beyond specific assets or resources, and prevents them from initiating insolvency proceedings against the entity. In practice, this means that if the entity defaults, creditors can only claim against designated assets, such as those in a particular trust or special purpose vehicle, and cannot pursue the entity’s other assets or force it into bankruptcy. This clause is commonly used in structured finance and securitization transactions to protect the integrity of the structure and limit the risk exposure of the entity, ensuring that creditors cannot disrupt the arrangement by seeking broader remedies.
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Limited Recourse and Non-Petition. Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of each IP Party from time to time and at any time hereunder are limited recourse obligations of such IP Party and are payable solely from its assets available at such time and amounts derived therefrom and following realization of its assets, and application of the proceeds thereof in accordance with this Agreement, all obligations of and any remaining claims against such IP Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or incorporator of any IP Party or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Agreement, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the discharge of all Secured Obligations, institute against, or join any other Person in instituting against, any IP Party any bankruptcy, winding up, reorganization, restructuring, arrangement, insolvency, moratorium or liquidation (including provisional liquidation) proceedings, or other proceedings under any Bankruptcy Laws. Nothing in this Section 8.16 shall preclude, or be deemed to estop, any Obligor from taking any action prior to the expiration of the aforementioned period in any proceedings under any Bankruptcy Laws filed or commenced by any other non-affiliated Person, or from commencing against any IP Party or any of its properties any legal action which is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, restructuring or liquidation (including provisional liquidation) proceedings or any equivalent proceedings. It is understood that the foregoing provisions of this Section 8.16 shall not (A) prevent recourse to the assets of an IP Party for the sums due or to become due under the Transaction Documents or (B) constitute a waiver, release or discharge of any obligation hereunder until the assets of such IP Party have been realized. It is further understood that the foregoing provisions of this Section 8.16 shall not limit the right of any Person to name an IP Party as a party defendant in any proceeding under any Bankruptcy Laws or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment ...
Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds.
(b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.
Limited Recourse and Non-Petition. 23.1 Notwithstanding any other provision of this Agreement, in respect of any claims arising under this Agreement against the Borrower, the Lender shall only have recourse to the:
23.1.1 rights, property, assets and undertaking which are the subject of the security; and
23.1.2 the guarantees, created pursuant to, or evidenced or expressed, or intended to be created, or evidenced pursuant to, the Transaction Security Documents (the “Secured Assets”), provided, however, that the Lender may apply for (but not enforce against the Borrower personally) any judgment or declaratory order for the full amount owing under or in connection with this Agreement or take any other action for the purpose of realising the Secured Assets.
23.2 Subject to Clauses 23.3 through 23.5 (inclusive) below, the total amount recoverable from the Borrower shall be limited to the net proceeds received from realising and enforcing the security and guarantees created or evidenced pursuant to the Transaction Security Documents. If such net proceeds are insufficient to pay and discharge the amounts owed to the Lender by the Borrower under this Agreement, the Lender acknowledges and agrees that no action, proceedings, claim, levy, judgment or other process shall be taken or levied against the Borrower for the shortfall arising.
23.3 The limit on liability contained in Clauses 23.1 and 23.2 shall, to the extent specified in Clause 23.4, cease and be of no effect if:
23.3.1 following the enforcement of the security created or evidenced pursuant to the Transaction Security Documents, the sale proceeds in respect of a disposal of any of the assets in respect of which security is created or evidenced pursuant to the Transaction Security Documents have been paid to the Borrower and not applied against the amounts owed by the Borrower to the Lender under this Agreement;
23.3.2 the Borrower contests the priority, validity or enforceability of the Transaction Security Documents or any part thereof;
23.3.3 the Borrower does not fully co-operate with the Lender in its enforcement of the Transaction Security Documents, or does not procure that the members of the Borrower Group fully co-operate with the Lender in its enforcement of the Transaction Security Document, or fails to take, or fails to procure that each member of the Borrower Group take, any action referred to in Clause 23.5; or
23.3.4 the Borrower commits fraud or engages in any wilful misconduct in connection with this Agreement or any Transa...
Limited Recourse and Non-Petition. (a) Notwithstanding any other provision of this Agreement, the Servicer, the Special Servicer, the Operating Advisor, the Note Administrator, and the Trustee hereby agree and acknowledge that the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer payable solely from the Mortgage Loans as contemplated hereby or in accordance with the Priority of Payments (as defined in the Indenture), and, following realization of all of the Mortgage Loans, all obligations of the Issuer and all claims of Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator and the Trustee against the Issuer under this Agreement shall be extinguished and shall not thereafter revive. Each of the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and that none of the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse to any of the directors, officers, employees, shareholders or Affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby.
(b) Notwithstanding any other provision of this Agreement, the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor and the Trustee hereby agree not to file, cause the filing of or join in any petition in bankruptcy against the Issuer for the non-payment to the Servicer, the Special Servicer, the Operating Advisor, or the Trustee of any amounts due pursuant to this Agreement until at least one year and one day, or, if longer, the applicable preference period then in effect (including any period established pursuant to the laws of the Cayman Islands), after the payment in full of all Notes.
(c) The provisions of this Section 9.12 shall survive the termination of this Agreement for any reason whatsoever.
Limited Recourse and Non-Petition. Managed and Enhanced Tap (Magenta) Funding S.T.
(a) all sums due or owing to any party from or by the Replacement VFN Noteholder hereunder shall be payable by the Replacement VFN Noteholder in accordance with the Compartment Order of Priority, and provided that all liabilities of the Replacement VFN Noteholder required to be paid in priority thereto and a pro rata amount of all amounts to be paid pari passu therewith pursuant to the Compartment Order of Priority, have been paid, discharged and/or otherwise provided for in full;
(b) it shall not be entitled to take any steps or proceedings which would result in the Compartment Order of Priority not being observed;
(c) it shall not to take any action or proceedings against the Replacement VFN Noteholder to recover any amounts payable by the Replacement VFN Noteholder to it hereunder;
(d) pursuant to article L. 214-175-III of the French Code monétaire et financier, any claim it may have against the Replacement VFN Noteholder subject to the Compartment Order of Priority and any statutory priority of payment; and
(e) pursuant to article L.214-175-III of the French Code monétaire et financier, neither the Compartment nor Managed and Enhanced Tap (Magenta) Funding S.T. is subject to the provisions of Book VI of the French Code de commerce relating to insolvency proceedings. Where:
Limited Recourse and Non-Petition. Paragraphs 6 (Limited Recourse; Non-Petition) and 7 (Obligations as Corporate Obligations) of the Common Terms apply to this Deed and shall be deemed set out in full herein.
Limited Recourse and Non-Petition. AP hereby agrees that it shall have recourse in respect of any claim under this Agreement only to sums derived from the Secured Property relating to the relevant Pool, subject always to the Security (as defined in the relevant Security Deed) and any such claim by AP shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Secured Property relating to the relevant Pool after meeting claims secured on it. The Trustee (or any other secured party) having realised the same, neither AP nor any person acting on its behalf shall be entitled to take any further steps against CSL to recover any further sums and no debt shall be owed by CSL to such person in respect of any such further sum. In particular, AP shall not be entitled to institute, or join with any other person in bringing, instituting or joining, insolvency proceedings (whether court based or otherwise) in relation to CSL, nor shall it have any claim in respect of any sum arising in respect of the Secured Property for any other Pool or any other assets of CSL including, but not limited to, any sums derived from or in connection with any Classic and Forward Securities.
Limited Recourse and Non-Petition. The provisions of Section 13.08 of the Indenture are incorporated herein mutatis mutandis.
Limited Recourse and Non-Petition. The provisions of Paragraph 8 (Non-Petition) of the Common Terms apply to this Agreement as if set out in full in this Agreement.
Limited Recourse and Non-Petition. 10.1 Notwithstanding any contrary provision herein, Clause 3 (Limited Recourse; No Lien or Set-off; No Petition) of the Incorporated Terms Memorandum shall apply mutatis mutandis as if set out herein in full. The Account Bank and the Cash Administrator each hereby acknowledges, and agrees to, such limitation of its rights hereunder.
10.2 The provisions of this Clause 10 (Limited Recourse and Non-Petition) shall survive the termination of this Agreement.
10.3 Notwithstanding anything to the contrary in this Agreement or any other document, the Account Bank hereby:
(a) waives all its present and future rights under its general business conditions to a lien or any other security interest over the Accounts;
(b) waives any right it has or may hereafter acquire to combine, consolidate or merge the Accounts, any other accounts of the Issuer (if any) or the account of any other person or set-off any liabilities of the Issuer or any other person to the Account Bank and agrees that it shall not set-off or transfer any sum standing to the credit of or to be credited to the Accounts in or towards satisfaction of any liabilities owed to the Account Bank, the Issuer or any other person; and
(c) agrees, upon receipt of a copy of an Enforcement Notice from the Security Trustee, to comply with any direction expressed to be given by the Security Trustee in respect of the operation of the Accounts.