Common use of Responsible Officer Certificates; No Recourse Clause in Contracts

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Contributor or the Company pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Contributor or the Company, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, manager, employee or member, as the case may be, as such, of the Contributor or Company shall not have liability for any obligation of the Contributor or the Company hereunder or under any Transaction .Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee, manager or member, as the case may be.

Appears in 1 contract

Samples: European Contribution Agreement (Huntsman International LLC)

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Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Contributor or the Company pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Contributor or the Company, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, manager, employee employee, or membermember or Shareholder, as the case may be, as such, of the Contributor or Company shall not have liability for any obligation of the Contributor or the Company hereunder or under any Transaction .Document Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee, manager or membermember or Shareholder, as the case may be.

Appears in 1 contract

Samples: Contribution Agreement (Huntsman International LLC)

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Contributor an Originator or the Company Purchaser pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Contributor such Originator or the CompanyPurchaser, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, manager, employee or member, as manager (in the case may beof a limited liability company), employee, shareholder or member (in the case of a limited liability company), as such, of the Contributor such Originator or Company Purchaser shall not have liability for any obligation of the Contributor such Originator or the Company Purchaser hereunder or under any Transaction .Document Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful wilful misconduct of such director, officer, employee, manager or member, as (in the case may beof a limited liability company) or shareholder or member (in the case of a limited liability company).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Memec Inc)

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Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Contributor or the Company pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Contributor or the Company, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, manager, employee or member, as manager (in the case may beof a limited liability company), employee, shareholder or member (in the case of a limited liability company), as such, of the Contributor or Company shall not have liability for any obligation of the Contributor or the Company hereunder or under any Transaction .Document Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee, manager or member, as (in the case may beof a limited liability company) or shareholder or member (in the case of a limited liability company).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Memec Inc)

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