EXCEPTIONS; FULL RECOURSE Clause Samples
The "Exceptions; Full Recourse" clause defines circumstances under which a party retains full legal recourse against another, despite any general limitations of liability or recourse elsewhere in the agreement. In practice, this means that if certain specified exceptions occur—such as fraud, willful misconduct, or breaches of fundamental obligations—the aggrieved party can pursue all available remedies, including claims against all assets of the liable party. This clause ensures that critical risks or egregious conduct are not shielded by limited liability provisions, thereby protecting parties from significant harm or abuse.
EXCEPTIONS; FULL RECOURSE. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty or the other Loan Documents, including without limitation any limitation on liability herein or therein Guarantor shall be fully and personally liable for the payment and performance of all obligations set forth in the Loan Agreement and the other Loan Documents, including the payment of all principal, interest and other amounts under the Note, in immediately available funds, in the event:
3.1 Borrower, or any SPE Component Entity, files a voluntary petition under the Bankruptcy Reform Act of 1978 (11 USC Section 101-1330) as now or hereafter amended or recodified (“Bankruptcy Code”), or under any other present or future state or federal law regarding bankruptcy, reorganization or other debtor relief law; or
3.2 an Affiliate, officer, director, or representative which Controls Borrower or which Controls any SPE Component Entity, files, or joins in the filing of, an involuntary petition against Borrower or any SPE Component Entity under the Bankruptcy Code, or under any other present or future state or federal law regarding bankruptcy, reorganization or other debtor relief law, or colludes with, solicits or actively causes to be solicited, petitioning creditors for any involuntary petition against Borrower or any SPE Component Entity; or
3.3 Borrower or any SPE Component Entity files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other person or entity under the Bankruptcy Code, or under any other present or future state or federal law regarding bankruptcy, reorganization or other debtor relief law, or colludes with, actively solicits or causes to be solicited, petitioning creditors for any involuntary petition filed against either of the foregoing under the Bankruptcy Code; or
3.4 without the prior written consent of Lender (which shall be in Lender’s sole and absolute discretion), any Affiliate, officer, director, or representative which Controls Borrower or which Controls any SPE Component Entity, consents to or acquiesces in writing or joins in an application by a party (other than Lender, its designee or Affiliate) for the appointment of a custodian, receiver, trustee, or examiner for Borrower, any SPE Component Entity or any portion of the Property; or
3.5 Borrower, or any SPE Component Entity, makes a general assignment for the benefit of creditors; or
3.6 there is substantive consolidation of Borr...
EXCEPTIONS; FULL RECOURSE. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty or the other Loan Documents, the limitation on liability set forth in Section 1 above shall be null and void and completely inapplicable, and Guarantor shall be fully and personally liable for the payment and performance of all obligations set forth in the Loan Agreement and the other Loan Documents, including the payment of all principal, interest and other amounts under the Note, in immediately available funds, upon the occurrence of (a) any event referred to in Section 11.1(f)(i) of the Loan Agreement (provided, that, for purposes of this Guaranty, the 60-day time period for dismissal referred to in Section 11.1(f)(i) of the Loan Agreement shall be increased to 120 days), or (b) any event referred to in Section 11.1(g) of the Loan Agreement.
EXCEPTIONS; FULL RECOURSE. Notwithstanding the foregoing, or anything to the contrary contained in this Agreement or the other Loan Documents, the limitation on recourse set forth in Article 3.1(a) and (b) above shall be null and void and completely inapplicable, and Borrower shall be fully and personally liable for the payment and performance of all obligations set forth in this Agreement and the other Loan Documents, including the payment of all principal, interest and other amounts under the Note, (i) in the event the Property or the Collateral shall become an asset in (x) a voluntary bankruptcy or insolvency proceeding or other voluntary Material Action, or (y) an involuntary bankruptcy or insolvency proceeding or other involuntary Material Action, which, in either case, is consented to or colluded by Borrower, Guarantor, or an Affiliate of Borrower, or Guarantor controlled by Borrower or Guarantor, respectively, or filed by Borrower or Guarantor or an Affiliate of Borrower or Guarantor controlled by Borrower or Guarantor, respectively, and which is not dismissed within ninety (90) days of filing; or (ii) in the event of a Default resulting from a Prohibited Property Transfer or a Prohibited Equity Transfer (excluding, however, any default under, or violation of, the terms of Section 7.4 of this Agreement).
EXCEPTIONS; FULL RECOURSE. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty or the other Loan Documents, the limitation on liability set forth in Sections 1 and 2 of this Guaranty shall be null and void and completely inapplicable, and Guarantor shall be liable for the payment and performance of all obligations set forth in the Loan Agreement and the other Loan Documents, including the payment of all principal, interest and other amounts under the Note, in immediately available funds, in the event:
3.1 Borrower, Guarantor or TRG-Waikiki LLC files a voluntary petition under the Bankruptcy Reform Act of 1978 (11 USC Section 101-1330) as now or hereafter amended or recodified ("Bankruptcy Code"), or under any other present or future state or federal law regarding bankruptcy, reorganization or other debtor relief law; or
3.2 (1) an Affiliate, officer, director, or representative which Controls Borrower or which Controls Guarantor or TRG-Waikiki LLC files, consents to, or colludes in the filing of an involuntary bankruptcy petition against Borrower, Guarantor or TRG-Waikiki LLC or (2) Borrower, Guarantor or TRG-Waikiki LLC files an answer consenting to any involuntary bankruptcy petition against Borrower, Guarantor or TRG-Waikiki LLC; or