In Rem Liability Clause Samples
The In Rem Liability clause establishes that legal claims or actions are directed against a specific property, rather than against a person or entity. In practice, this means that if a dispute arises—such as unpaid charges or damages—the claimant can pursue remedies against the asset itself, like a vessel or cargo, regardless of who owns it at the time. This clause is commonly used in maritime law to ensure that parties can secure payment or enforcement by targeting the property involved, thereby providing a practical mechanism for resolving disputes when the responsible party may be difficult to locate or hold accountable.
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In Rem Liability. Notwithstanding anything to the contrary in this Agreement, and except as set forth in this Section 7.7, the Purchaser irrevocably and unconditionally agrees that (i) the Purchaser shall have no recourse to the Shareholders or to the assets of the Shareholders other than the Indemnity Securities and the Contingent Consideration for the payment of indemnification obligations of the Shareholders pursuant to this Section 7 and (ii) the Purchaser shall enforce payment of indemnification claims against the Shareholders pursuant to this Section 7 solely from the Indemnity Securities and the Contingent Consideration and no deficiency or other action shall be maintained against the Shareholders for payment thereof or personal liability therefor. For purposes of this paragraph and the Purchaser's enforcement of its rights hereunder against the Indemnity Securities, (i) prior to any conversion of the Notes into capital stock of the Purchaser, claims for indemnification shall be setoff against the Principal Amount on a dollar for dollar basis and (ii) after conversion of the Notes into capital stock of the Purchaser, each share of common stock of the Purchaser shall be deemed to have a value equal to the fair market value of such share on the date of the payment of the claim for indemnification pursuant to this Section 7. The foregoing limitation shall not apply to (i) Damages incurred by Purchaser due to any Shareholder's fraud or willful misrepresentation or (ii) claims against ▇▇▇▇▇▇▇▇▇▇▇, Houston or ▇▇▇▇▇ for Damages incurred by the Purchaser (a) in connection with the Breach of any of the Specified Representations or (b) with respect to a Breach of Section 2.17 or 2.20 hereof. Such limitation, however, shall apply to a claim for Damages against ▇▇▇▇▇▇▇▇ with respect to the matters specified in clauses (ii)(a) and (ii)(b) in the immediately preceding sentence.