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.
POPULAR SAMPLE Copied 36 times
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. 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.
Limited Recourse and Non-Petition. Agent shall have recourse only to the net assets of ESPV (other than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the “ESPV Assets”) following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such ESPV Assets (the “Net Proceeds”) are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent hereunder (the “Amounts Due”), the obligations of ESPV to Agent hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent by ESPV for any further sum. Agent shall not take any action or commence any proceedings against ESPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent shall not take any action or commence any proceedings or petition a court for the liquidation of ESPV, nor enter into any arrangement, reorganisation or insolvency proceedings in relation to ESPV 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. Agent hereby [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. acknowledges and agrees that the ESPV’s obligations under this Agreement are solely the corporate obligations of ESPV, and that Agent shall not have any recourse against any of the directors, officers or employees of ESPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
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. 20.1 Each Party to this ▇▇▇▇ agrees that notwithstanding anything to the contrary contained in this Deed:
20.1.1 no payment of any amount whatsoever under or in connection with this Deed shall be made by the Issuer or any agents on its behalf except to the extent funds are available from the relevant Lease Certificate Assets and further agrees that no recourse shall be had for the payment of any amount owing hereunder or under any Transaction Document, whether for the payment of any fee, indemnity or other amount owing hereunder or any other obligation or claim arising out of or based upon this Deed or other Transaction Document, against the Issuer, the Representative or any of its respective agents to the extent the relevant Lease Certificate Assets have been exhausted following which all obligations of the Issuer, Ziraat Katılım (to the extent that it fulfils all of its obligations under the Transaction Documents to which it is a party), the Representative and the Agents and their respective agents or affiliates shall be extinguished;
20.1.2 prior to the date which is one year and one day after the date on which all due amounts owing by the Issuer under the Transaction Documents to which it is a party have been paid in full, it will not institute against, or join with any other person in instituting against, the Issuer any bankruptcy, reorganisation, arrangement or liquidation proceedings or other proceedings under any bankruptcy or similar law;
20.1.3 no recourse under any obligation, covenant or agreement contained in any Transaction Document shall be had against any officer, agent or director of the Issuer, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise. The obligations of the Issuer under these presents and any other Transaction Document to which it is a party are corporate or limited liability obligations of the Issuer and no personal liability shall attach to or be incurred by the shareholders, members, officers, agents or directors of the Issuer save in the case of their wilful default or actual fraud; and
20.1.4 it shall not be entitled to claim or exercise any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of sums due under this Deed. No collateral is or will be given for the payment obligations by the Issuer under this Deed.
20.2 Neither Ziraat Katılım nor the Representative nor the Certificateholder...
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. The provisions of Section 13.08 of the Indenture are incorporated herein mutatis mutandis.
Limited Recourse and Non-Petition. The provisions of Paragraph 8 (Limited Recourse and Non-Petition) of the Common Terms apply to this Agreement as if set out in full in this Agreement.
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.