Provisions for the Sole Benefit of Parties and Holders Sample Clauses

Provisions for the Sole Benefit of Parties and Holders. Nothing in the Original Indenture, as supplemented, amended and modified by this Fifth Supplemental Indenture, or in the Notes, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Company, the Trustee, the Paying Agent and the registered owners of the Notes, any legal or equitable right, remedy or claim under or by reason of the Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in the Indenture contained by and on behalf of the Company shall be for the sole and exclusive benefit of the Company, the Trustee, the Paying Agent and the registered owners of the Notes.
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Provisions for the Sole Benefit of Parties and Holders. Nothing in the Indenture, as supplemented, amended and modified by this Fourth Supplemental Indenture, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Company, the Guarantors, the Trustee, the Paying Agent and the registered owners of Securities, any legal or equitable right, remedy or claim under or by reason of the Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in the Indenture contained by and on behalf of the Company shall be for the sole and exclusive benefit of the Company, the Guarantor, the Trustee, the Paying Agent and the registered owners of Securities. In Witness Whereof, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written. FREESCALE SEMICONDUCTOR, INC., as Issuer /s/ Axxx Xxxxxxxx Name: Axxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee /s/ Ixxxx Xxxxxxxxxxxx Name: Ixxxx Xxxxxxxxxxxx Title: Associate
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Provisions for the Sole Benefit of Parties and Holders. Nothing in this Second Supplemental Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.
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Provisions for the Sole Benefit of Parties and Holders. Nothing in the Indenture, as supplemented, amended and modified by this First Supplemental Indenture, or in the Notes, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Company, the Guarantors, the Trustee, the Paying Agent, the Calculation Agent and the registered owners of the Notes, any legal or equitable right, remedy or claim under or by reason of the Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in the Indenture contained by and on behalf of the Company shall be for the sole and exclusive benefit of the Company, the Guarantor, the Trustee, the Paying Agent, the Calculation Agent and the registered owners of the Notes.
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Provisions for the Sole Benefit of Parties and Holders. Nothing in the Indenture, the Subsidiary Guarantees or in the Notes, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any Person, other than the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Conversion Agent and the registered owners of the Notes, any legal or equitable right, remedy or claim under or by reason of the Indenture, the Subsidiary Guarantees or the Notes or any covenant, condition or stipulation hereof or thereof, and all covenants, stipulations, promises and agreements in the Indenture, the Subsidiary Guarantees or the Notes made by or on behalf of the Company or any Subsidiary Guarantor shall be for the sole and exclusive benefit of the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Conversion Agent and the registered owners of the Notes.
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Related to Provisions for the Sole Benefit of Parties and Holders

  • Provisions of Indenture for the Sole Benefit of Parties and Securityholders Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

  • Indemnification Provisions for Benefit of the Seller In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer within such survival period, then the Buyer shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Conditions for the Benefit of the Purchaser The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Time of Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in its sole discretion:

  • Indemnification Provisions for Benefit of the Buyer (i) In the event the Seller breaches any of its representations, warranties and covenants (it being understood that for purposes of any claim under this Section 8 for breach of any representation or warranty, any representation or warranty which is qualified by materiality, Material Adverse Effect or words of similar import shall be deemed not to include any such qualification) contained herein (other than the covenants in Section 2(d) above and the representations and warranties in Section 3(a) above) and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(f) below within such survival period, then the Seller agrees to indemnify the Buyer from and against any Adverse Consequences to the extent in excess of Ten Thousand Dollars ($10,000.00) per event that are caused proximately by the breach and suffered by the Buyer through and after the date of the claim for indemnification; provided, that the Seller shall not have any obligation to indemnify the Buyer from and against any such Adverse Consequences caused by the breach of any representation or warranty of the Seller contained in Section 4 above (A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a One Million Dollar ($1,000,000.00) aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a Six Million Dollars ($6,000,000.00) aggregate ceiling (after which point the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). (ii) In the event the Seller breaches any of its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(f) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by the Buyer through and after the date of the claim for indemnification. (iii) Except for the rights of indemnification provided in this Section 8 and in Section 11(o), the Buyer hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Seller or its Affiliates regarding obligations and liabilities of any nature whatsoever that are attributable to the Assets, whether arising before or after the Closing Date. (c)

  • Limitation of Liability of Trustees and Shareholders The Adviser acknowledges the following limitation of liability:

  • Non-Liability of Trustees and Shareholders Any obligation of Trust hereunder shall be binding only upon the assets of Trust (or the applicable Fund thereof) and shall not be binding upon any Trustee, officer, employee, agent or Shareholder of Trust. Neither the authorization of any action by the Trustees or Shareholders of Trust nor the execution of this Agreement on behalf of Trust shall impose any liability upon any Trustee or any Shareholder.

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • Exclusive Benefit of Parties This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

  • Disclaimer of Liability of Trustees and Beneficiaries A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding between the Fund, the Manager and Xxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Fund, the Manager and Xxxxx. Very truly yours, AGIC CONVERTIBLE & INCOME FUND By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Management Board and Managing Director ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant to the terms and subject to the conditions contained in the Capital On Demand™ Sales Agreement among AGIC Convertible & Income Fund (the “Fund”), Allianz Global Investors Fund Management LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated December [4], 2012, I hereby request on behalf of the Fund that Xxxxx sell up to [ ] shares of the Fund’s common stock , $0.00001 par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in any one trading day.] [Discount/commission ] ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXX, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH). SCHEDULE 2

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

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