Limitation on Landlord Liability. Neither Landlord nor Landlord's Agents shall be liable for loss or damage to any property by theft or otherwise, or for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain which may leak from any part of the Buildings or from the pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from any other place resulting from dampness or any other cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's Agents. Neither Landlord nor Landlord's Agents, shall be liable for interference with or loss of business by Tenant. Tenant shall give prompt written notice to Landlord in case of fire or accidents in the Premises or in the Buildings or of defects therein or in the fixtures or equipment belonging to Landlord. If Landlord is in default of this Lease, and as a consequence, Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Premises, and out of rent or other income from the Premises receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title, and interest in the Premises. Landlord's Agents shall not be personally liable for any deficiency except to the extent liability is based upon willful misconduct. If Landlord is a partnership, joint venture, or limited liability company, the partners or members of such partnership or limited liability company, as the case may be, shall not be personally liable and no partner or member of Landlord (or of any affiliated entity) shall be sued or named as a party in any suit or action, or service of process be made against any partner or member of Landlord (or of any affiliated entity), except as may be necessary to secure jurisdiction of the partnership, joint venture, or limited liability company or to the extent liability is caused by willful misconduct. If Landlord is a corporation, the shareholders, directors, officers, employees, and/or agents of such corporation shall not be personally liable and no shareholder, director, officer, employee, or agent of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any shareholder, director, officer, employee or agent of Landlord, except as may be necessary to secure jurisdiction of the corporation. No partner, member, shareholder, director, employee, or agent of Landlord (or of any affiliated entity) shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, employee, or agent of Landlord.
Appears in 3 contracts
Samples: Built to Suit Lease (BioMed Realty Trust Inc), Built to Suit Lease (BioMed Realty Trust Inc), Build to Suit Lease (Inhale Therapeutic Systems Inc)
Limitation on Landlord Liability. Neither Landlord nor Landlord's ’s Agents shall be liable for loss or damage to any property by theft or otherwise, or for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain which may leak from any part of the Buildings or from the pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from any other place resulting from dampness or any other cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's ’s Agents. Neither Landlord nor Landlord's ’s Agents, shall be liable for interference with or loss of business by Tenant. Tenant shall give prompt written notice to Landlord in case of fire or accidents in the Premises or in the Buildings or of defects therein or in the fixtures or equipment belonging to Landlord. If Landlord is in default of this Lease, and as a consequence, . Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Premises, and out of rent or other income from the Premises receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's ’s right, title, and interest in the Premises. Landlord's ’s Agents shall not be personally liable for any deficiency except to the extent liability is based upon willful misconduct. If Landlord is a partnership, joint venture, or limited liability company, the partners or members of such partnership or limited liability company, as the case may be, shall not be personally liable and no partner or member of Landlord (or of any affiliated entity) shall be sued or named as a party in any suit or action, or service of process be made against any partner or member of Landlord (or of any affiliated entity), except as may be necessary to secure jurisdiction of the partnership, joint venture, or limited liability company or to the extent liability is caused by willful misconduct. If Landlord is a corporation, the shareholders, directors, officers, employees, and/or agents of such corporation shall not be personally liable and no shareholder, director, officer, employee, or agent of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any shareholder, director, officer, employee or agent of Landlord, except as may be necessary to secure jurisdiction of the corporation. No partner, member, shareholder, director, employee, or agent of Landlord (or of any affiliated entity) shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, employee, or agent of Landlord.
Appears in 2 contracts
Limitation on Landlord Liability. Neither Landlord nor Landlord's ’s Agents shall be liable for loss or damage to any property by theft or otherwise, or for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain which may leak from any part of the Buildings or from the pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from any other place resulting from dampness or any other cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's ’s Agents. Neither Landlord nor Landlord's ’s Agents, shall be liable for interference with or loss of business by Tenant. Tenant shall give prompt written notice to Landlord in case of fire or accidents in the Premises or in the Buildings or of defects therein or in the fixtures or equipment belonging to Landlord. If Landlord is in default of this Lease, and as a consequence, Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Premises, and out of rent or other income from the Premises receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's ’s right, title, and interest in the Premises. Landlord's ’s Agents shall not be personally liable for any deficiency except to the extent liability is based upon willful misconduct. If Landlord is a partnership, joint venture, or limited liability company, the partners or members of such partnership or limited liability company, as the case may be, shall not be personally liable and no partner or member of Landlord (or of any affiliated entity) shall be sued or named as a party in any suit or action, or service of process be made against any partner or member of Landlord (or of any affiliated entity), except as may be necessary to secure jurisdiction of the partnership, joint venture, or limited liability company or to the extent liability is caused by willful misconduct. If Landlord is a corporation, the shareholders, directors, officers, employees, and/or agents of such corporation shall not be personally liable and no shareholder, director, officer, employee, or agent of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any shareholder, director, officer, employee or agent of Landlord, except as may be necessary to secure jurisdiction of the corporation. No partner, member, shareholder, director, employee, or agent of Landlord (or of any affiliated entity) shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, employee, or agent of Landlord.
Appears in 2 contracts
Samples: Redemption Agreement (Nektar Therapeutics), Built to Suit Lease (Nektar Therapeutics)
Limitation on Landlord Liability. Neither Landlord nor Landlord's Agents shall not be liable for loss any failure to furnish any services or utilities to the Building (including the Premises and/or the Common Area), when such failure is caused by acts of God, accidents, breakage, repairs, strikes, boycotts, war, riot, civil commotion or insurrection, national or public emergency, a condemnation or taking, damage or destruction of the Building or Premises, lockouts, other labor disputes, in order to any property by theft make repairs, alterations or otherwiseimprovements to the Premises or the Building, the inability to obtain an adequate supply of fuel, steam, water, electricity, labor or other supplies or for any injury other condition beyond Landlord’s reasonable control, including without limitation, any governmental agency conservation program, and Tenant shall not be entitled to any damages nor shall such failure relieve Tenant of the obligations to pay the full rent reserved hereunder or damage constitute to persons be construed as a constructive or property resulting from fireother eviction of Tenant. If Landlord receives advance notice of any repair, explosionstrike, falling plasterboycott, steamlabor dispute, any other cause beyond the reasonable control of Landlord, improvement or maintenance procedure which will result in the interruption of the water, electrical, heating, ventilation or air conditioning services being provided to the Building and/or the Common Area, Landlord shall give notice thereof to Tenant as soon as reasonably possible. In the event any governmental entity promulgates or revises any statutes, ordinance or building, fire or other code or imposes mandatory or voluntary controls or guidelines on Landlord or the complex or any part thereof, relating to the use or conservation of energy, water, gas, electricity, water, light or rain which may leak from any part electricity or the reduction of automobile or other emissions or the Buildings or from the pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from provision of any other place resulting from dampness utility or any other cause whatsoever, except service provided with respect to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's Agents. Neither Landlord nor Landlord's Agents, shall be liable for interference with or loss of business by Tenant. Tenant shall give prompt written notice to Landlord in case of fire or accidents in the Premises this Lease or in the Buildings or of defects therein or in the fixtures or equipment belonging to Landlord. If event Landlord is required or elects to make alterations to the Building or Common Area or portion thereof, in default order to comply with such mandatory or voluntary controls or guidelines, Landlord may, in its sole discretion, comply with such mandatory or voluntary controls or guidelines or make such alterations to the Building or Common Area or portion thereof. Such compliance and the making of such alterations shall in no event entitle Tenant to any damages, relieve Tenant of the obligation to pay the full rent reserved hereunder or constitute or be construed as a constructive or other eviction of Tenant. In addition, the cost of such compliance and alterations shall be deemed to be a Cost Savings Capital Improvement as defined in Section 6.10 of this Lease, and as a consequence, Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Premises, and out of rent or other income from the Premises receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title, and interest in the Premises. Landlord's Agents shall not be personally liable for any deficiency except to the extent liability is based upon willful misconduct. If Landlord is a partnership, joint venture, or limited liability company, the partners or members of such partnership or limited liability company, as the case may be, shall not be personally liable and no partner or member of Landlord (or of any affiliated entity) shall be sued or named as a party in any suit or action, or service of process be made against any partner or member of Landlord (or of any affiliated entity), except as may be necessary to secure jurisdiction of the partnership, joint venture, or limited liability company or to the extent liability is caused by willful misconduct. If Landlord is a corporation, the shareholders, directors, officers, employees, and/or agents of such corporation shall not be personally liable and no shareholder, director, officer, employee, or agent of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any shareholder, director, officer, employee or agent of Landlord, except as may be necessary to secure jurisdiction of the corporation. No partner, member, shareholder, director, employee, or agent of Landlord (or of any affiliated entity) shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, employee, or agent of Landlord.
Appears in 2 contracts
Samples: Office Space Lease (Mellanox Technologies, Ltd.), Office Space Lease (Mellanox Technologies, Ltd.)
Limitation on Landlord Liability. Neither Anything in this Lease to the contrary notwithstanding, covenants, undertakings and agreements herein made on the part of Landlord nor are made and intended not for the purpose of binding Landlord personally or the assets of Landlord generally, but are made and intended to bind only Landlord to the extent of its interest in the Property as the same may, from time to time, be encumbered, and no personal liability shall at any time be asserted or enforceable against Landlord personally on account of this Lease or on account of any covenant, undertaking or agreement of Landlord in this Lease, but shall only be asserted or enforceable against Landlord's Agents ’s interest in the Property, as the same may, from time to time be encumbered. Tenant agrees that Landlord shall not be liable for injury to Tenant’s business or any loss of income therefrom or for any damage to any property by theft or otherwisegoods, wares, merchandise, or for any injury to other property of Tenant or damage to persons Tenant’s agents, employees, guests, customers, independent contractors or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain which may leak from any part of the Buildings or from the pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from any other place resulting from dampness invitees or any other cause whatsoeverperson in or about the Property or the Premises, except to unless such damage or loss is caused during the extent caused Term by the gross negligence or willful misconduct of Landlord or Landlord's Agents. Neither (and not other tenants), and Landlord nor Landlord's Agents, shall not be liable for interference injury to the person of Tenant or to Tenant’s agents, employees, guests, customers, independent contractors or invitees whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or from any other cause, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Property or from other sources or places, and regardless of whether the cause of such damage or injury or means of repairing the same is inaccessible to Tenant unless such damage or injury was due to the negligence or willful misconduct of Landlord (and not other tenants). To the extent that the immediately preceding sentence conflicts with or loss the provisions of business by TenantSection 17.03 above, Section 17.03 will control. Tenant shall give prompt written notice defend, indemnify and save Landlord and Landlord’s Property Manager exempt and harmless for and on account of, any damage or injury to Landlord in case any person, or to the goods, wares, and merchandise and other property of fire Tenant or accidents in Tenant’s agents, employees, guests, customers, independent contractors or invitees or any other person, arising from the use of the Premises or in the Buildings or of defects therein or in the fixtures or equipment belonging to Landlord. If Landlord is in default of this Lease, and as a consequence, Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Premises, and out of rent or other income arising from the failure of Tenant to keep the Premises receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's rightin good condition as required, title, and interest in the Premises. Landlord's Agents shall not be personally liable for any deficiency except to the extent liability is based upon such damage was caused by the negligence or willful misconduct. If Landlord is a partnership, joint venture, or limited liability company, the partners or members of such partnership or limited liability company, as the case may be, shall not be personally liable and no partner or member misconduct of Landlord (or of any affiliated entity) shall be sued or named as a party in any suit or action, or service of process be made against any partner or member of Landlord (or of any affiliated entityand not other tenants), except as may be necessary to secure jurisdiction of the partnership, joint venture, or limited liability company or to . To the extent liability is caused by willful misconduct. If Landlord is a corporationthat the immediately preceding sentence conflicts with the provisions of Section 17.03 above, the shareholders, directors, officers, employees, and/or agents of such corporation shall not be personally liable and no shareholder, director, officer, employee, or agent of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any shareholder, director, officer, employee or agent of Landlord, except as may be necessary to secure jurisdiction of the corporation. No partner, member, shareholder, director, employee, or agent of Landlord (or of any affiliated entity) shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, employee, or agent of Landlord.Section 17.03
Appears in 1 contract
Samples: Office Lease (Ncino, Inc.)
Limitation on Landlord Liability. Neither Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord nor under this Lease (including any actual or alleged breach or default by Landlord's Agents shall be liable for loss or damage to any property by theft or otherwise, or for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain which may leak from any part ) do not constitute personal obligations of the Buildings or from the pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from any other place resulting from dampness or any other cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's Agents. Neither Landlord nor Landlord's Agents, shall be liable for interference with or loss of business by Tenant. Tenant shall give prompt written notice to Landlord in case of fire or accidents in the Premises or in the Buildings or of defects therein or in the fixtures or equipment belonging to Landlord. If Landlord is in default of this Lease, and as a consequence, Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Premises, and out of rent or other income from the Premises receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title, and interest in the Premises. Landlord's Agents shall not be personally liable for any deficiency except to the extent liability is based upon willful misconduct. If Landlord is a partnership, joint venture, or limited liability company, the partners or members of such partnership or limited liability company, as the case may be, shall not be personally liable and no partner or member of Landlord (or of any affiliated entity) shall be sued or named as a party in any suit or action, or service of process be made against any partner or member of Landlord (or of any affiliated entity), except as may be necessary to secure jurisdiction of the partnership, joint venture, or limited liability company or to the extent liability is caused by willful misconduct. If Landlord is a corporation, the shareholdersindividual partners, directors, officers, employeestrustees, and/or agents members or shareholders of such corporation Landlord or Landlord’s members or partners or any mortgagee, and Tenant shall not be personally liable and no shareholderseek recourse against the individual partners, directordirectors, officerofficers, employeetrustees, members or shareholders of Landlord or against Landlord’s members or partners or against any mortgagee or against any other persons or entities having any interest in Landlord, or agent against any of their personal assets for satisfaction of any liability with respect to this Lease. Any liability of Landlord for a default by Landlord under this Lease, or a breach by Landlord of any of its obligations under the Lease, shall be limited solely to its interest in the Premises (and the rents, profits, insurance and condemnation proceeds, and sales proceeds therefrom), and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord, its partners, directors, officers, trustees, members, shareholders or any other persons having any interest in Landlord. Tenant’s sole and exclusive remedy for a default or breach of this Lease by Landlord shall be sued any or named all of the following: an action for direct damages, enforcement of this Lease, or an action for injunctive relief, Tenant hereby waiving and agreeing that Tenant shall have no offset rights (except as a party expressly set forth in this Lease) or rights to terminate this Lease on account of any breach or default by Landlord under this Lease (nothing in this sentence shall affect or impair any right of Tenant to terminate this Lease that is expressly provided for in this Lease nor to, and shall not, limit any right that Tenant might otherwise have to any suit or action, action in connection with enforcement or service collection of process be made against any shareholder, director, officer, employee amounts which may become owing or agent payable under or on account of insurance maintained by Landlord, except as may be necessary nor shall the provisions of this paragraph affect or impair any express right of Tenant to secure jurisdiction of the corporation. No partner, member, shareholder, director, employee, or agent of Landlord (or of any affiliated entity) shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, employee, or agent of Landlordxxxxx Rent set forth in this Lease.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)
Limitation on Landlord Liability. Neither Anything in this Lease to the contrary notwithstanding, covenants, undertakings and agreements herein made on the part of Landlord nor are made and intended not for the purpose of binding Landlord personally or the assets of Landlord generally, but are made and intended to bind only Landlord to the extent of its interest in the Property as the same may, from time to time, be encumbered, and no personal liability shall at any time be asserted or enforceable against Landlord personally on account of this Lease or on account of any covenant, undertaking or agreement of Landlord in this Lease, but shall only be asserted or enforceable against Landlord's Agents ’s interest in the Property, as the same may, from time to time be encumbered. Tenant agrees that Landlord shall not be liable for injury to Tenant’s business or any loss of income therefrom or for any damage to any property by theft or otherwisegoods, wares, merchandise, or for any injury to other property of Tenant or damage to persons Tenant’s agents, employees, guests, customers, independent contractors or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain which may leak from any part of the Buildings or from the pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from any other place resulting from dampness invitees or any other cause whatsoeverperson in or about the Property or the Premises, except to unless such damage or loss is caused during the extent caused Term by the gross negligence or willful misconduct of Landlord (and not other tenants), and Landlord shall not be liable for injury to the person of Tenant or to Tenant’s agents, employees, guests, customers, independent contractors or invitees whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or from any other cause, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Property or from other sources or places, and regardless of whether the cause of such damage or injury or means of repairing the same is inaccessible to Tenant unless such damage or injury was due to the negligence or willful misconduct of Landlord (and not other tenants). To the extent that the immediately preceding sentence conflicts with the provisions of Section 17.03 above, Section 17.03 will control. Tenant shall defend, indemnify and save Landlord and Landlord's Agents’s Property Manager exempt and harmless for and on account of, any damage or injury to any person, or to the goods, wares, and merchandise and other property of Tenant or Office Lease Page 34 Tenant’s agents, employees, guests, customers, independent contractors or invitees or any other person, arising from the use of the Premises or arising from the failure of Tenant to keep the Premises in good condition as required, except to the extent such damage was caused by the negligence or willful misconduct of Landlord (and not other tenants). To the extent that the immediately preceding sentence conflicts with the provisions of Section 17.03 above, Section 17.03 will control. Neither Landlord nor Landlord's Agents, ’s Property Manager shall be liable to Tenant for interference with any damage by or loss from any act or negligence of business by Tenant. Tenant shall give prompt written notice to Landlord in case of fire any co-tenant or accidents in the Premises or in the Buildings or of defects therein or in the fixtures or equipment belonging to Landlord. If Landlord is in default of this Lease, and as a consequence, Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out other occupant of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Premises, and out of rent or other income from the Premises receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title, and interest in the Premises. Landlord's Agents shall not be personally liable for any deficiency except to the extent liability is based upon willful misconduct. If Landlord is a partnership, joint venture, or limited liability company, the partners or members of such partnership or limited liability company, as the case may be, shall not be personally liable and no partner or member of Landlord (or of any affiliated entity) shall be sued or named as a party in any suit or action, or service of process be made against any partner or member of Landlord (or of any affiliated entity), except as may be necessary to secure jurisdiction of the partnership, joint venture, or limited liability company or to the extent liability is caused by willful misconduct. If Landlord is a corporation, the shareholders, directors, officers, employees, and/or agents of such corporation shall not be personally liable and no shareholder, director, officer, employee, or agent of Landlord shall be sued or named as a party in any suit or action, or service of process be made against any shareholder, director, officer, employee or agent of Landlord, except as may be necessary to secure jurisdiction of the corporation. No partner, member, shareholder, director, employee, or agent of Landlord (or of any affiliated entity) shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, employee, or agent of Landlordsame Building.
Appears in 1 contract
Samples: Office Lease (Ncino, Inc.)
Limitation on Landlord Liability. Neither Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord nor under this Lease (including any actual or alleged breach or default by Landlord's Agents shall be liable for loss or damage to any property by theft or otherwise, or for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain which may leak from any part ) do not constitute personal obligations of the Buildings or from the pipes, appliances, or plumbing works therein or from the roof, street, or subsurface or from any other place resulting from dampness or any other cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's Agents. Neither Landlord nor Landlord's Agents, shall be liable for interference with or loss of business by Tenant. Tenant shall give prompt written notice to Landlord in case of fire or accidents in the Premises or in the Buildings or of defects therein or in the fixtures or equipment belonging to Landlord. If Landlord is in default of this Lease, and as a consequence, Tenant recovers a money judgment against Landlord, the judgment shall be satisfied only out of the proceeds of sale received on execution of the judgment and levy against the right, title, and interest of Landlord in the Premises, and out of rent or other income from the Premises receivable by Landlord or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title, and interest in the Premises. Landlord's Agents shall not be personally liable for any deficiency except to the extent liability is based upon willful misconduct. If Landlord is a partnership, joint venture, or limited liability company, the partners or members of such partnership or limited liability company, as the case may be, shall not be personally liable and no partner or member of Landlord (or of any affiliated entity) shall be sued or named as a party in any suit or action, or service of process be made against any partner or member of Landlord (or of any affiliated entity), except as may be necessary to secure jurisdiction of the partnership, joint venture, or limited liability company or to the extent liability is caused by willful misconduct. If Landlord is a corporation, the shareholdersindividual partners, directors, officers, employeestrustees, and/or agents members or shareholders of such corporation Landlord or Landlord’s members or partners or any mortgagee, and Tenant shall not be personally liable and no shareholderseek recourse against the individual partners, directordirectors, officerofficers, employeetrustees, members or shareholders of Landlord or against Landlord’s members or partners or against any mortgagee or against any other persons or entities having any interest in Landlord, or agent against any of their personal assets for satisfaction of any liability with respect to this Lease. Any liability of Landlord for a default by Landlord under this Lease, or a breach by Landlord of any of its obligations under the Lease, shall be limited solely to its interest in the Premises (and the rents, profits, insurance and condemnation proceeds, and sales proceeds therefrom), and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord, its partners, directors, officers, trustees, members, shareholders or any other persons having any interest in Landlord. Tenant’s sole and exclusive remedy for a default or breach of this Lease by Landlord shall be sued any or named all of the following: (a) an action for direct damages, (b) enforcement of this Lease, or (c) an action for injunctive relief, Tenant hereby waiving and agreeing that Tenant shall have no offset rights (except as a party expressly set forth in this Lease) or rights to terminate this Lease on account of any breach or default by Landlord under this Lease (nothing in this sentence shall affect or impair any right of Tenant to terminate this Lease that is expressly provided for in this Lease nor to, and shall not, limit any right that Tenant might otherwise have to any suit or action, action in connection with enforcement or service collection of process be made against any shareholder, director, officer, employee amounts which may become owing or agent payable under or on account of insurance maintained by Landlord, except as may be necessary nor shall the provisions of this paragraph affect or impair any express right of Tenant to secure jurisdiction of the corporation. No partner, member, shareholder, director, employee, or agent of Landlord (or of any affiliated entity) shall be required to answer or otherwise plead to any service of process and no judgment will be taken or writ of execution levied against any partner, shareholder, director, employee, or agent of Landlordaxxxx Rent set forth in this Lease.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)