Limitation on Construction Agent's Recourse Liability Sample Clauses

Limitation on Construction Agent's Recourse Liability. Notwithstanding anything contained herein or in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default, including any Lease Event of Default, with respect to any Property described in Section 5.1(b), 5.1(d) or 5.1(e) (other than as a result of the Construction Agent's fraudulent or illegal acts or fraudulent or illegal omissions or willful misconduct), the aggregate maximum recourse liability of the Construction Agent to the Agent Certificate Holders or any Person claiming by, through or under the Agent Certificate Holders under the Operative Documents, including specifically but without limitation, the Participants, with respect to any damages which relate to or arise from such Construction Agency Agreement Event of Default shall be limited to the Construction Recourse Amount plus the Land Shortfall Amount for the applicable Property; provided, however, that the foregoing shall not limit or otherwise affect the Construction Agent's obligations under Sections 13.1 and 13.3 of the Participation Agreement or the Construction Agent's obligation to return the applicable Property or Properties in accordance with the procedures set forth in Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise affect any payments or amounts payable by the Construction Agent with respect to any damages incurred by the Administrative Agent or any Participant as a result of any failure by the Construction Agent to so return the applicable Property or Properties); and provided, further, that the Construction Agent shall fully indemnify the Lessor Trust for all Liens (other than Lessor Liens, those Permitted Property Liens in clauses (i), (vii), (ix) and (x) of the definition thereof, and the Liens of the Lessor Mortgage) on such Property on the date of such relinquishment to the extent such Liens were caused by the Construction Agent and arose from events unrelated to the Construction of such Property in accordance with this Construction Agency Agreement. The Construction Agent nonetheless acknowledges and agrees that the Agent Certificate Holders (and Persons claiming by, through or under the Agent Certificate Holders) shall be entitled to recover from the applicable Property (including through any reletting and/or sale of such Property or any portion thereof) the entire outstanding Property Cost of such Property, all accrued and unpaid interest, Yield and other amou...
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Limitation on Construction Agent's Recourse Liability. Subject to the ----------------------------------------------------- last sentence of this Section 5.4, notwithstanding anything contained herein or ----------- in any other Operative Document to the contrary, upon the occurrence and during the continuance of a Construction Agency Event of Default with respect to any Leased Property described in Section 5.1(b), 5.1(c), -------------- ------
Sample 1
Limitation on Construction Agent's Recourse Liability. Notwithstanding anything contained herein or in any other Operative Agreement to the contrary, upon the occurrence and during the continuance of a Construction Agency Agreement Event of Default which does not constitute a Full Recourse Construction Period Event of Default or which is a Construction Agency Agreement Event of Default under clause (g) or (j) of SECTION 5.1, so long as the Construction Agent complies with its obligations set forth in SECTIONS 5.3(b) and 5.5, the aggregate maximum recourse liability of the Construction Agent to the Lessor in respect of such Events of Default shall be limited to the Construction Period Maximum Recourse Amount.
Sample 1

Related to Limitation on Construction Agent's Recourse Liability

  • Governing Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

  • Application of construction and interpretation provisions of Loan Agreement Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Agreement.

  • Governing Law; No Construction Against Drafter This Agreement shall be deemed to be made in the State of Delaware, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

  • Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.

  • Certain Matters of Construction The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 14.3.1; or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person. All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of Borrowers’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates.

  • Definitions Interpretation and Accounting Terms Section 1.1

  • Waiver of Rule of Construction Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.

  • Standard of Care; Reliance on Records and Instructions; Indemnification BISYS shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by BISYS in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless BISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS' actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to BISYS by the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of BISYS in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, BISYS shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS.

  • Calculation of Amounts; Binding Effect of Interpretations and Actions of Master Servicer ARTICLE V

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