Common use of Landlord’s Limited Liability Clause in Contracts

Landlord’s Limited Liability. Tenant acknowledges that Landlord shall have the right to transfer all or any portion of its interest in the Project and to assign this Lease to the transferee. Tenant agrees that in the event of such a transfer (and assignment of this Lease to the transferee), Landlord shall automatically be released from all liability under this Lease; and Tenant hereby agrees to look solely to Landlord’s transferee for the performance of Landlord’s obligations hereunder after the date of the transfer. Upon such a transfer, Landlord shall, at its option, return Tenant’s security deposit to Tenant or transfer Tenant’s security deposit to Landlord’s transferee and, in either event, Landlord shall have no further liability to Tenant for the return of its security deposit. Subject to the rights of any lender holding a mortgage or deed of trust encumbering all or part of the Project, Tenant agrees to look solely to Landlord’s equity interest in the Project for the collection of any judgment requiring the payment of money by Landlord arising out of (a) Landlord’s failure to perform its obligations under this Lease or (b) the negligence or willful misconduct of Landlord, its partners, employees and agents. No other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of any judgment or writ obtained by Tenant against Landlord. No partner, employee, officer, director, member or agent of Landlord shall be personally liable for the performance of Landlord’s obligations hereunder or be named as a party in any lawsuit arising out of or related to, directly or indirectly, this Lease and the obligations of Landlord hereunder. The obligations under this Lease do not constitute personal obligations of the individual partners of Landlord, if any, and Tenant shall not seek recourse against the individual partners of Landlord or their assets.

Landlord’s Limited Liability. Tenant acknowledges that Landlord shall have the right to transfer all or Notwithstanding any portion of its interest other provision in the Project and to assign this Lease to the transferee. Tenant agrees that in contrary, the event liability of such a transfer (and assignment of Landlord under this Lease shall be limited to an amount equal to the transferee), Landlord shall automatically be released from all liability under this Lease; and Tenant hereby agrees to look solely to Landlord’s transferee for the performance lesser of Landlord’s obligations hereunder after the date of the transfer. Upon such a transfer, Landlord shall, at its option, return Tenant’s security deposit to Tenant or transfer Tenant’s security deposit to Landlord’s transferee and, in either event, Landlord shall have no further liability to Tenant for the return of its security deposit. Subject to the rights of any lender holding a mortgage or deed of trust encumbering all or part of the Project, Tenant agrees to look solely to (i) Landlord’s equity interest in the Project for Building and associated parking rights, or (ii) twenty-five percent (25%) of the collection value of the Building and associated parking rights (such value being derived from a then-current appraisal completed by an MAI-certified appraiser) (the “Recovery Ceiling Amount”) in the event of a failure by Landlord to perform any of the terms, covenants, conditions or agreements of this Lease to be performed by Landlord, and Tenant agrees that any judgment requiring the payment of money by Landlord arising out of (a) it may obtain against Landlord, or Landlord’s failure to perform its obligations under this Lease or (b) the negligence or willful misconduct of Landlord, its general partners, employees and agents. No other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of any judgment or writ obtained by Tenant against Landlord. No partner, employee, officer, director, member or agent of Landlord shall be personally liable for the performance of Landlord’s obligations hereunder or be named as a party in any lawsuit arising out of or related to, directly or indirectly, this Lease and the obligations of Landlord hereunder. The obligations under this Lease do not constitute personal obligations of the individual partners of Landlord, if any, as a result of the breach of this Lease, as aforesaid, shall be limited to the Recovery Ceiling Amount and enforceable solely against Landlord’s equity interest in the Building and associated parking rights. Notwithstanding any terms and provisions of this Section 14.2 to the contrary, with respect to liability relating to obligations of a prior landlord under this Lease which obligations were not assumed by such prior landlord’s successor, Tenant shall not seek recourse be prohibited from seeking to enforce any judgment it may obtain against such prior landlord against any property of such prior landlord; provided, however, in no event shall the individual partners total amount of recovery sought by Tenant pursuant to the terms and provisions of this Section 14.2 (regardless of whether such recovery is sought from Landlord or their assetsany prior landlord(s), or both) exceed the Recovery Ceiling Amount. Furthermore, with respect to any conveyance of Landlord’s equity interest in the Building and associated parking rights, the Recovery Ceiling Amount shall be calculated one (1) minute prior to such conveyance and one (1) minute after such conveyance, and, if different (which might be the case, for example, if indebtedness encumbering the Building and associated parking rights varies immediately before and immediately after the relevant conveyance), then whichever calculation yields the highest number shall be the relevant figure under this Section 14.2.