1Exculpation Sample Clauses
1Exculpation. (a) Notwithstanding any other provision of this Agreement:
(i) to the extent that, at law or in equity, the Manager or Liquidating Trustee, as the case may be, has duties (including fiduciary duties) and liabilities relating thereto to the Company, any Series or any Member or Assignee of any Series arising under or otherwise relating to this Agreement, the Manager or Liquidating Trustee, as the case may be, shall not be liable for monetary or other damages to the Company, such Series or such Member or Assignee for: (A) losses sustained or liabilities incurred by the Company, such Series or such Member or Assignee, except to the extent that it is Judicially Determined that an act or omission of the Manager or Liquidating Trustee, as the case may be, was material to the matter giving rise to such losses or liabilities and that such act or omission constituted criminal wrongdoing, willful misfeasance, bad faith or gross negligence on the part of the Manager or Liquidating Trustee, as the case may; (B) losses sustained or liabilities incurred by the Company, such Series or such Member or Assignee arising from or otherwise relating to any act or omission of any Person selected by the Manager or Liquidating Trustee to perform services for or otherwise transact business with the Company or such Series, as the case may be, except to the extent that it is Judicially Determined that the Manager’s selection of such Person involved criminal wrongdoing, willful misfeasance, bad faith or gross negligence on the part of the Manager or the Liquidating Trustee, as the case may be, and was material to the matter giving rise to such losses or liabilities; or (C) circumstances beyond the Manager’s or Liquidating Trustee’s control, including changes in tax or other laws, rules or regulations or the bankruptcy, insolvency or suspension of normal business activities of any broker-dealer, bank or other financial institution that holds assets associated with such Series; and
(ii) to the extent that, at law or in equity, a Manager Associate (other than the Manager) or Liquidating Trustee Associate (other than the Liquidating Trustee) has duties (including fiduciary duties) and liabilities relating thereto to the Company, any Series or any Member or Assignee of any Series arising under or otherwise relating to this Agreement, such Manager Associate or Liquidating Trustee Associate shall not be liable for monetary or other damages to the Company, such Series or such Member or Assigne...
1Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Security Instrument or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Security Instrument and the other Loan Documents, or in the Property, the Rents and Profits, or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s and/ or Trust Manager’s interest in the Property, in the Rents and Profits and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Security Instrument and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Security Instrument or the other Loan Documents. The provisions of this Section shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (ii) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Security Instrument; (iii) affect the validity or enforceability of or any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of any assignment of leases contained in the Security Instrument; or (vi) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Security Instrument or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Property.
(b) Nothing contained herein shall in any manner or way release, affect or impair the right of Lender to recover, and ▇▇▇▇▇▇▇▇ shall be fully and personally liable and subject to legal action, for...
1Exculpation. (a) Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, no Member or Manager, nor any officers, directors, stockholders, partners, members, employees, affiliates, representatives or agents of any Member or Manager, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person,” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
1Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Capital Securities Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Capital Securities Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's negligence or willful misconduct with respect to such acts or omissions.
(b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Capital Securities might properly be paid.