Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Contract are separate and distinct, and that no party’s affiliate (of any type or nature) or other third party is responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s affiliate (of any type or nature) or other third party is an alter-ego of any other party (or any affiliate thereof) or in any manner is or shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party or any affiliate thereof (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Contract, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Contract. The provisions of this Section 8.23 shall survive the closing or consummation of the transactions contemplated by this Contract or any termination or purported termination of this Contract.
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Samples: Improved Commercial Property Earnest Money Contract, Improved Commercial Property Earnest Money Contract (Resource Real Estate Opportunity REIT, Inc.), Improved Commercial Property Earnest Money Contract (Resource Real Estate Opportunity REIT, Inc.)
Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties Parties under this Contract Agreement are separate and distinct, and that no party’s 's affiliate (of any type or nature) or other third party is responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s 's affiliate (of any type or nature) or other third party is an alter-ego of any other party (or any affiliate thereof) or in any manner is or shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party or any affiliate thereof (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this ContractAgreement, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this ContractAgreement. The provisions of this Section 8.23 16.03 shall survive the closing or consummation of the transactions contemplated by this Contract Agreement or any termination or purported termination of this ContractAgreement.
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Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Contract are separate and distinct, and that no party’s affiliate (of any type or nature) or other third party is responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s affiliate (of any type or nature) or other third party is an alter-ego of any other party (or any affiliate thereof) or in any manner is or shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party or any affiliate thereof (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Contract, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Contract. The provisions of this Section Paragraph 8.23 shall survive the closing or consummation of the transactions contemplated by this Contract or any termination or purported termination of this Contract.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Cottonwood Multifamily Reit Ii, Inc.)
Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Contract are separate and distinct, and that no party’s affiliate (of any type or nature) or other third party is responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s affiliate (of any type or nature) or other third party is an alter-ego of any other party (or any affiliate thereof) or in any manner is or shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party or any affiliate thereof (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Contract, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Contract. Accordingly, it is expressly agreed that any obligation of Seller for any breach of any representation or surviving covenant shall not be considered a "liability" for purposes of Sections 18-607(b) and 18-804(c) of the Delaware Limited Liability Company Act. The provisions of this Section 8.23 Paragraph 8.22 shall survive the closing or consummation of the transactions contemplated by this Contract or any termination or purported termination of this Contract.
Appears in 1 contract
Samples: Real Estate Contract (Resource Apartment REIT III, Inc.)
Independent Responsibility/No Alter Ego. The parties hereby agree that the obligations of the parties under this Contract Agreement are separate and distinct, and that no party’s 's affiliate (of any type or nature) or other third party is responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s 's affiliate (of any type or nature) or other third party is an alter-ego of any other party (or any affiliate thereof) or in any manner is or shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party or any affiliate thereof (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this ContractAgreement, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this ContractAgreement. The provisions of this Section 8.23 shall survive the closing or consummation of the transactions contemplated by this Contract Agreement or any termination or purported termination of this ContractAgreement.
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