Purchaser Unitholder Liability Sample Clauses

Purchaser Unitholder Liability. The Trustee is signing this release solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this release shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this release only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified.] [NTD: Delete if not applicable.] [Remainder of page left intentionally blank] Table of Contents IN WITNESS OF WHICH the parties have executed this release. CAMECO CORPORATION By: Name: Title: By: Name: Title: [AMALCO] By: Name: Title: By: Name: Title: [—][NTD: Insert name of releasing party.] By: Name: Title: By: Name: Title: Signature Page for the Release (Master Investment Agreement) Table of Contents ACKNOWLEDGEMENT, CONSENT & RELEASE WHEREAS pursuant to sections 2.11(d) and 2.11(e) of the purchase and sale agreement between Cameco Corporation (“Cameco”), Cameco Xxxxx Holdings Inc. (“CBHI”), Cameco Xxxxx Holdings II Inc. (“CBHII”) and BPC Generation Infrastructure Trust, a trust constituted under the laws of Ontario (“BGIT”), by its sole trustee, Borealis Infrastructure Trust Management Inc. (the “BGIT Trustee”) dated January 30, 2014 (the “PSA”), BGIT and OMERS Administration Corporation (“OMERS”) have agreed to assume certain obligations and liabilities of the Vendor (as defined below) and Cameco in respect of the Master Investment Agreement (as defined in the PSA); AND WHEREAS CBHI was continued under the Business Corporations Act (Ontario) and amalgamated with CBHII to form [—], (the “Vendor”);
Sample 1
AutoNDA by SimpleDocs
Purchaser Unitholder Liability. The Trustee is signing this agreement solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this agreement shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this agreement only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified. Table of Contents IN WITNESS OF WHICH the parties have executed this agreement. CAMECO CORPORATION By: Name: Title: By: Name: Title: BPC GENERATION INFRASTRUCTURE TRUST, by its sole trustee, BOREALIS INFRASTRUCTURE TRUST MANAGEMENT INC. By: Name: Title: By: Name: Title: Signature Page for the Assignment and Assumption Agreement (Shareholder Agreement) Table of Contents SCHEDULE E Form of Assignment and Assumption of the BPLP LPA Table of Contents ASSIGNMENT AND ASSUMPTION AGREEMENT This agreement made as of [—], 2014 between [Amalco], a corporation amalgamated under the laws of Ontario (hereinafter called the “Vendor”, an entity amalgamated from the parties referred to in the PSA (as defined herein) as “CBHI” and “CBHII”), and BPC Generation Infrastructure Trust, a trust constituted under the laws of Ontario (the “Purchaser”), by its sole trustee, Borealis Infrastructure Trust Management Inc. (the “Trustee”).
Sample 1
Purchaser Unitholder Liability. The Trustee is signing this agreement solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this agreement shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this agreement only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified. Table of Contents IN WITNESS WHEREOF the parties have executed this Agreement. XXXXX POWER INC., in its capacity as general partner of Xxxxx Power L.P. By: Name: Title: By: Name: Title: BPC GENERATION INFRASTRUCTURE TRUST, by its sole trustee, BOREALIS INFRASTRUCTURE TRUST MANAGEMENT INC. By: Name: Title: By: Name: Title: CAMECO CORPORATION By: Name: Title: By: Name: Title: [AMALCO] By: Name: Title: By: Name: Title: Table of Contents TRANSCANADA ENERGY INVESTMENTS LTD. By: Name: Title: By: Name: Title: TRANSCANADA ENERGY MANAGEMENT INC. By: Name: Title: By: Name: Title: POWER WORKERS’ UNION TRUST NO. 1, by its sole corporate trustee, 1482478 Ontario Inc. By: Name: Title: By: Name: Title: THE SOCIETY OF ENERGY PROFESSIONALS TRUST, by its sole corporate trustee, 1469374 Ontario Limited By: Name: Title: By: Name: Title: Table of Contents SCHEDULE A Arbitration Rules Final and Binding Arbitration
Sample 1
Purchaser Unitholder Liability. The Trustee is signing this release solely in its capacity as the sole trustee of the Purchaser, and not in its personal capacity or any other capacity. The liabilities and obligations of the Purchaser and the Trustee, as trustee of the Purchaser, under this release shall be satisfied only out of the property of the Purchaser and not out of the property of the Trustee or any holder of units issued by the Purchaser. The Trustee shall be bound by this release only to the extent that the Trustee is entitled to be indemnified out of the property and assets of the Purchaser and to the extent that the value of the property of the Purchaser is sufficient to satisfy the right of the Trustee to be so indemnified.][NTD: Delete if not applicable.] [Remainder of page left intentionally blank] Table of Contents IN WITNESS OF WHICH the parties have executed this release. [AMALCO] By: Name: Title: By: Name: Title: [—][NTD: Insert name of releasing party.] By: Name: Title: By: Name: Title: Signature Page for the Release (BPLP LPA) Table of Contents RELEASE
Sample 1

Related to Purchaser Unitholder Liability

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • TRUST AND SHAREHOLDER LIABILITY The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Trustees or any individual Trustee of the Trust.

  • Pledgeholder Liability In the absence of willful or gross negligence, Pledgeholder shall not be liable to any party for any of his acts, or omissions to act, as Pledgeholder.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • LIMITATION OF SHAREHOLDER LIABILITY 9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such and not individually. The obligations of this Agreement are not binding upon any of the trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the trustees or directors have caused this Agreement to be executed.

  • Servicer Liability The transferor of servicing shall be liable to the Master Servicer and the Trustee for any servicing obligation violations that occur before, during, and up to and including the day the portfolio is actually transferred. The transferee of servicing shall be liable for any breach of servicing obligations that occurs after the transfer of the servicing portfolio.

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, 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 in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Indemnity by Buyer Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:

  • Purchaser Indemnity Purchaser shall indemnify, hold harmless and defend Seller, their affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Seller or any of their affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from:

Time is Money Join Law Insider Premium to draft better contracts faster.