Agreement Not for the Benefit of Other Parties Sample Clauses

Agreement Not for the Benefit of Other Parties. This Agreement is not intended for the benefit of and shall not be construed to create rights in parties other than the Company, the Authority, the Trustee and the Bondowners.
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Agreement Not for the Benefit of Other Parties. This Facilities Agreement is not intended for the benefit of and shall not be construed to create rights in parties other than the Authority, the Company, NAEC, the Trustee and the Bondowners.
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Agreement Not for the Benefit of Other Parties. (a) Except as set forth in clause (b) of this Section 10.05, this PFS Contract is not intended for the benefit of and shall not be construed to create rights in parties other than the Commonwealth, JVS, SFI, SFMA, the Independent Evaluator and JFF. (b) The Commonwealth acknowledges that SFMA will collaterally assign the right to payment set forth in this PFS Contract to its Funding Partners (together with their successors and assigns, the “Assignees”) as collateral for the obligations of SFMA to the Assignees, and the Commonwealth hereby consents to such collateral assignment. The Commonwealth agrees that no amendment to this PFS Contract that affects the amount or timing of Success Payments hereunder shall be valid without the prior written consent of each Assignee. Each Assignee shall be a third party beneficiary of the Success Payment provisions of this PFS Contract and shall be entitled to enforce the payment provisions hereof.
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Agreement Not for the Benefit of Other Parties. (a) Except as set forth in clause (b) of this Section 9.04, this Contract is not intended for the benefit of and shall not be construed to create rights in parties other than the State and the Lead Provider. (b) The State acknowledges that the Lead Provider may collaterally assign its rights under this Contract to the Investors in accordance with a collateral assignment that may be executed contemporaneously with or subsequent to the date hereinabove (together with their successors and assigns, the “Assignees”) as collateral for the obligations of the Lead Provider to the Assignees, and, provided that the collateral assignment comports with the terms of this Contract, the State hereby consents to such collateral assignment. Whether or not the Lead Provider executes any such collateral assignment, the Parties agree that all of the provisions of this Contract that provide for the disbursement or transfer of funds to or for the benefit of the Investors, the delivery of notice, information, or documents to the Investors, the approval of or consent by the Investors, directions that the Investors are permitted to give, and the Investors’ participation with respect to the Operating Committee and the Governance Committee are intended for the specific and direct benefit of the Investors; that neither the State nor the Lead Provider may modify or terminate such provisions (including this Section 9.04(b)) without Investor Consent; that the Investors shall be deemed third-party beneficiaries of such provisions; and that the Investors shall be entitled to enforce such provisions in the same manner and to the same extent as though the Investors were a party to this Contract for such purposes.
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Agreement Not for the Benefit of Other Parties. (a) Except as set forth in clause (b) of this Section 9.04, this Contract is not intended for the benefit of and shall not be construed to create rights in parties other than the City and the SPV. (b) The City acknowledges that the SPV may collaterally assign its right under this Contract to the Lenders in accordance with a collateral assignment that may be executed subsequent to the date hereinabove (together with their successors and assigns, the “Assignees”) as collateral for the obligations of the SPV to the Assignees, and the City hereby consents to such collateral assignment. Each Assignee shall be a third party beneficiary of the payment provisions of this Contract and shall be entitled to enforce the payment provisions hereof.
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Agreement Not for the Benefit of Other Parties. This Supplemental Indenture and Amendment is not intended for the benefit of and shall not be construed to create rights in parties other than the Company, the Guarantor, the Trustee, the Administrative Trustee, the Property Trustee, the Guarantee Trustee and the Holders.
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Agreement Not for the Benefit of Other Parties. This Ramp-Up MOU is not intended for the benefit of and shall not be construed to create rights in parties other than the State, the Department, CCN, SII, Third Sector and the Evaluator.
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Agreement Not for the Benefit of Other Parties. Bond Insurer is Third Party Beneficiary. Except as set forth in Section 5.20 and Article VIII hereof, nothing in this Agreement 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 Issuer, the Company, the Trustee, Ambac Assurance, the Paying Agent, if any, and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Agreement or any covenant, condition or stipulation hereof, and all covenants; stipulations, promises and agreements in this Agreement contained by and on behalf of the Issuer or the Company shall be for the sole and exclusive benefit of the Issuer, the Company, the Trustee, Ambac Assurance, the Paying Agent, if any, and the registered owners of the Bonds. To the extent that this Agreement confers upon or gives or grants to Ambac Assurance (individually or as Bond Insurer) any right, remedy or claim under or by reason of this Agreement, Ambac Assurance is hereby explicitly recognized as being a third-party beneficiary 90 96 hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.
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Agreement Not for the Benefit of Other Parties. This Indenture is not intended for the benefit of and shall not be construed to create rights in parties other than the Issuer, the Trustee, the Paying Agent, the Credit Facility Providers, the Liquidity Facility Providers and the Bondowners.
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Related to Agreement Not for the Benefit of Other Parties

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Survival of Representations, Warranties and Covenants (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

  • Survival of Representations and Warranties and Covenants (a) Subject to Section 8, (i) the representations and warranties of the Company contained in Section 3.1 (Organization), Section 3.2 (Authority; Execution), Section 3.3 (Capitalization), Section 3.4 (Valid Issuance of Shares) and Section 3.22 (No Finder’s Fee) (collectively, the “Company Fundamental Representations”) shall survive the Closing and remain in full force and effect until the expiration of the relevant statute of limitations under applicable Law; (ii) all other representations and warranties of the Company contained in Section 3 shall survive the Closing and remain in full force and effect and for a term of six (6) months after the date of filing of the Restatement with the SEC; and (iii) the Specified Indemnity shall survive the Closing and remain in full force and effect and for a term of twelve (12) months after the date of filing of the Restatement with the SEC. (b) Subject to Section 8, (i) the representations and warranties of the Investor contained in Section 4.1 (Organization), Section 4.2 (Authority; Execution) and Section 4.12 (No Finder’s Fee) (collectively, the “Investor Fundamental Representations”) shall survive the Closing and remain in full force and effect until the expiration of the relevant statute of limitations under applicable Law; and (ii) all other representations and warranties of the Investor contained in Section 4 shall survive the Closing and remain in full force and effect for a term of twelve (12) months after the Closing Date. (c) The covenants and other agreements of the parties set forth herein (other than the covenants which by their terms are to be performed prior to the Closing and which shall survive the Closing for a period of six (6) months after the Closing Date) that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until the last date on which each such covenant was required to be performed. (d) Notwithstanding anything to the contrary in this Section 9.1, in the event a Claim Notice is properly delivered in good faith under Section 9.3 by an Indemnified Party in connection with a claim for Losses related to, or arising out of, an inaccuracy or breach in any representation, warranty, covenant or agreement during the time periods provided for in Sections 9.1(a), (b) or (c) (the last day of each survival period, the “Expiration Date”), such representation, warranty, covenant or agreement will continue to survive until such claim is finally resolved by a Judgment that has become final and non-appealable. Following the corresponding Expiration Date, no claim for indemnification may be made or pursued (except as expressly permitted by the immediately preceding sentence) with respect to such representation and warranty, covenant or agreement.

  • Liability of Third Persons Dealing with Trustees No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.