Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, Lessor shall have no personal liability whatsoever to the Lessee or any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse shall be solely had against the Lessor's interest in any Property; PROVIDED, HOWEVER, that Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of Lessor to the Lessee are solely nonrecourse obligations except to the extent that it has received payment from others; and (iii) all such personal liability of Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by Lessor. (b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have no any personal liability whatsoever to the Lessee or any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse recourse, if any, shall be solely had against the such Lessor's interest in any the Property; PROVIDEDprovided, HOWEVERhowever, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds)negligence, (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the a Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have no any personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of each Lessor to the Lessee any Lender are solely nonrecourse obligations except to the extent that it such Lessor has received payment from othersothers (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor.
(b) No Participant shall have any obligation to any other Participant or to the Lesseeany Bevexxx Xxxity, the Lessor Lessors or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, the Lessor shall have no personal liability whatsoever to the Lessee Lessee, the Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse shall be solely had against the Lessor's interest in any Propertythereby; PROVIDEDprovided, HOWEVERhowever, that the Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) the Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of the Lessor to the Lessee Lessee, the Agent and the Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that it has received payment from othersinterest of the Lessor in the Property; and (iii) all such personal liability of the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by the Lessor. Notwithstanding anything contained herein, the restrictions stated in the preceding provisions of this Section 15.10(a) shall not apply to liability of the Lessor arising because of a breach of the Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to the Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with this Lease.
(b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Samples: Participation Agreement (Vitesse Semiconductor Corp)
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, Lessor shall have no personal liability whatsoever to the Lessee or any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse shall be solely had against the Lessor's interest in any Property; PROVIDEDprovided, HOWEVERhowever, that Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of Lessor to the Lessee are solely nonrecourse obligations except to the extent that it has received payment from others; and (iii) all such personal liability of Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by Lessor.
(b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, Lessor shall have no personal liability whatsoever to the Lessee Lessee, Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse shall be solely had against the Lessor's interest in any Propertythereby; PROVIDEDprovided, HOWEVERhowever, that Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of Lessor to Lessee, Agent and the Lessee Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that it has received payment from othersinterest of Lessor in the Property; and (iii) all such personal liability of Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by Lessor. Notwithstanding anything contained herein, the limitations on liability stated in the preceding provisions of this Section 15.10(a) shall not apply to liability of Lessor arising because of a breach of Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with the Lease and this Participation Agreement.
(b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, ----------------- the Lessor shall have no personal liability whatsoever to the Lessee Lessee, the Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse shall be solely had against the Lessor's interest in any Propertythereby; PROVIDEDprovided, HOWEVERhowever, that the Lessor shall be liable in its individual capacity -------- ------- (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax ------------ based on or measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) the Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of the Lessor to the Lessee Lessee, the Agent and the Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that it has received payment from othersinterest of the Lessor in the Property; and (iii) all such personal liability of the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by the Lessor. Notwithstanding anything contained herein, the restrictions stated in the preceding provisions of this Section 15.10(a) shall not apply to liability ---------------- of the Lessor arising because of a breach of the Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to the Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with this Lease.
(b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Samples: Participation Agreement (Vitesse Semiconductor Corp)
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative DocumentAgreement, no Lessor shall have no any personal liability whatsoever to the Lessee or any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents Agreements or arising in any way from the transactions contemplated hereby or thereby and the recourse recourse, if any, shall be solely had against the such Lessor's interest in any the Property; PROVIDEDprovided, HOWEVERhowever, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds)negligence, (b) breach of any of its representations, warranties or covenants under the Operative DocumentsAgreements, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the a Lessor as contemplated by the Operative DocumentsAgreements. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have no any personal liability under any of the Operative Documents Agreements as a result of acting pursuant to and consistent with any of the Operative DocumentsAgreements; (ii) all obligations of each Lessor to the Lessee any Lender are solely nonrecourse obligations except to the extent that it such Lessor has received payment from othersthe proceeds to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents Agreements by such Lessor.
(b) . No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor Lessors or the Lenders with respect to transactions contemplated by the Operative DocumentsAgreements, except those obligations of such Participant expressly set forth in the Operative Documents Agreements or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents Agreements except as otherwise so set forth.
Appears in 1 contract
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, the Lessor shall have no personal liability whatsoever to any other Participant, the Lessee or any Participant Lessee, the Construction Agent, or their respective successors and assigns for any claim or obligation based on or in respect hereof or any of the other Operative Documents (including, without limitation, the repayment of the Loans) or arising in any way from the transactions contemplated hereby or thereby and the recourse recourse, if any, shall be solely had against the Lessor's interest in any Propertythe Property or from payments (other than payments due to the Lessor with respect to indemnities, reimbursement of expenses or fees, in each case payable to the Lessor for its own account) received from the Obligors (it being acknowledged and agreed by each party hereto that all such personal liability of the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by the Lessor); PROVIDEDprovided, HOWEVERhowever, that the Lessor shall be liable in its individual capacity (ai) for its own willful misconduct or gross negligence (or negligence in the handling of funds)negligence, (bii) for breach of its representations set forth in Section 8.3, (iii) for any of its representations, warranties or covenants under the Operative Documents, or Lessor Lien attributable to it and (civ) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in that the preceding sentence: (i) Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of Lessor to the Lessee are solely nonrecourse obligations except to the extent that it has received payment from others; and (iii) all such personal liability of Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by Lessor.
(b) No Participant shall have any obligation to any the other Participant or to the Lessee, the Lessor Lessee or the Lenders Construction Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
(c) Each Transaction Party agrees that neither the Program Administrator nor the Conduit Agent shall have any liability hereunder as the Program Administrator or the Conduit Agent, as the case may be, for the Note Purchaser or otherwise following its ceasing to act as Program Administrator or the Conduit Agent for the Note Purchaser.
(d) The Liability of the Note Purchaser shall be limited as set forth in Section 16.15.
(e) The obligations of the parties under this Section 16.10 shall survive the termination of this Participation Agreement.
Appears in 1 contract
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, no Lessor shall have no any personal liability whatsoever to the Lessee or any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse recourse, if any, shall be solely had against the such Lessor's interest in any the Property; PROVIDEDprovided, HOWEVERhowever, that each Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds)negligence, (b) breach of any of its representations, warranties or covenants under the Operative Documents, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the a Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentence: (i) no Lessor shall have no any personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of each Lessor to the Lessee any Lender are solely nonrecourse obligations except to the extent that it such Lessor has received payment from othersothers (including, without limitation, obligations with respect to the Loans); and (iii) all such personal liability of any Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by such Lessor.
(b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor Lessors or the Lenders with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Samples: Participation Agreement (Alumax Inc)
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, the Lessor shall have no personal liability whatsoever to the Lessee Lessee, the Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse shall be solely had against the Lessor's interest in any Propertythereby; PROVIDEDprovided, HOWEVERhowever, that the Lessor shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) the Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of the Lessor to the Lessee Lessee, the Agent and the Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that it has received payment from othersinterest of the Lessor in the Property; and (iii) all such personal liability of the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by the Lessor. Notwithstanding anything contained herein, the limitations on liability stated in the preceding provisions of this Section 15.10(a) shall not apply to liability of the Lessor arising because of a breach of the Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to the Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with the Lease and this Participation Agreement.
(b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative Document, the ----------------- Lessor shall have no personal liability whatsoever to the Lessee Lessee, the Agent or any Participant or their respective successors and assigns for any claim based on or in respect hereof of the Lease or any of the other Operative Documents or arising in any way from the transactions contemplated hereby or thereby and the recourse shall be solely had against the Lessor's interest in any Propertythereby; PROVIDEDprovided, HOWEVER-------- however, that the Lessor shall be liable in its individual capacity (a) for its ------- own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from its breach of any of its representations, warranties or covenants under the Operative Documentscovenant to remove Lessor Liens set forth in Section 10.3, or (c) for any Tax based on or ------------ measured by any fees, commission or compensation received by it for acting as the Lessor as contemplated by the Operative Documents. It is understood and agreed that, except as provided in the preceding sentenceproviso: (i) the Lessor shall have no personal liability under any of the Operative Documents as a result of acting pursuant to and consistent with any of the Operative Documents; (ii) all obligations of the Lessor to the Lessee Lessee, the Agent and the Participants are solely nonrecourse obligations except to and shall be enforceable solely against the extent that it has received payment from othersinterest of the Lessor in the Property; and (iii) all such personal liability of the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents by the Lessor. Notwithstanding anything contained herein, the limitations on liability stated in the preceding provisions of this Section 15.10(a) shall not apply to ---------------- liability of the Lessor arising because of a breach of the Lessor's obligation to remove Lessor Liens or because of its receiving Advances and failing to disburse Advances to the Lessee in accordance with the Operative Documents, or failure to disburse proceeds from the sale of the Property in accordance with the Lease and this Participation Agreement.
(b) No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor or the Lenders Agent with respect to transactions contemplated by the Operative Documents, except those obligations of such Participant expressly set forth in the Operative Documents or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents except as otherwise so set forth.
Appears in 1 contract
Liability Limited. (a) The parties hereto agree that except as specifically set forth herein or in any other Operative DocumentAgreement, the Lessor shall have no personal liability whatsoever to the Lessee or any Participant or their respective successors and assigns for any claim based on or in respect hereof or any of the other Operative Documents Agreements or arising in any way from the transactions contemplated hereby or thereby and the recourse recourse, if any, shall be solely had against the Lessor's interest in any the Property; PROVIDEDprovided, HOWEVERhowever, that the Lessor shall be liable in its individual capacity (ai) for its own willful misconduct or gross negligence (or negligence in the handling of funds)negligence, (bii) breach of any of its representations, warranties or covenants under the Operative DocumentsAgreements, or (c) for any Tax based on or measured by any fees, commission or compensation received by it for acting as the a Lessor as contemplated by the Operative DocumentsAgreements. It is understood and agreed that, except as provided in the preceding sentence: (i) the Lessor shall have no personal liability under any of the Operative Documents Agreements as a result of acting pursuant to and consistent with any of the Operative DocumentsAgreements; (ii) all obligations of the Lessor to the Lessee any Rent Purchaser are solely nonrecourse obligations except to the extent that it the Lessor has received payment from othersthe proceeds to the Rent Purchaser Advances); and (iii) all such personal liability of the Lessor is expressly waived and released as a condition of, and as consideration for, the execution and delivery of the Operative Documents Agreements by the Lessor.
(b) . - No Participant shall have any obligation to any other Participant or to the Lessee, the Lessor or the Lenders Rent Purchasers with respect to transactions contemplated by the Operative DocumentsAgreements, except those obligations of such Participant expressly set forth in the Operative Documents Agreements or except as set forth in the instruments delivered in connection therewith, and no Participant shall be liable for performance by any other party hereto of such other party's obligations under the Operative Documents Agreements except as otherwise so set forth.
Appears in 1 contract