Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the Building, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 4 contracts
Samples: Commercial Lease (Boxabl Inc.), NNN Lease (Corium International, Inc.), Commercial Lease (Gigamon LLC)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Property (provided, however, that if Landlord from time to time is lessee of the ground or improvements constituting the Building, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building, the transferor Landlord (including any mortgagee) shall be freed of any liability or obligation thereafter arising and, subject to Section 9.1, Tenant shall look solely to the contrary, the obligations transferee Landlord as aforesaid for satisfaction of Landlord such liability or obligation. Tenant and each person acting under this Lease (including as Tenant agrees to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or look solely to Landlord’s members or partners, and Tenant shall not seek recourse against interest from time to time in the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets Property for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable in any judicial proceeding or order beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets Property. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Any lien obtained to enforce any judgment against Landlord are concerned, shall be limited subject and subordinate to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, any mortgage encumbering the Property. In the no event of any transfer shall Landlord (or conveyance of any such title persons) ever be liable to Tenant for indirect or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Leaseconsequential damages.
Appears in 4 contracts
Samples: Lease Agreement (Keros Therapeutics, Inc.), Lease Agreement (Keros Therapeutics, Inc.), Lease Agreement (Xenetic Biosciences, Inc.)
Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease to or in any exhibits, riders or addenda hereto attached (collectively the contrary, the obligations of Landlord under this “Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In additionDocuments”), in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contraryhereunder, Tenant hereby covenants and agrees for itself and all of its successors and assigns that covenant and agree that, in the liability of Landlord for its obligations under this Lease (including any liability as a result event of any actual or alleged failure, breach or default hereunder by Landlord)Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents or in any other matter relating to Tenant’s occupancy of the Premises: (a) the liability of Landlord and the Landlord Indemnified Parties shall be limited solely toand exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in the Building, or (2) the equity interest Landlord would have in the Building if the Building were encumbered by third-party debt in an amount equal to eighty percent (80%) of the value of the Building (as such value is determined by Landlord and shall include insurance proceeds), provided that in no event shall such liability extend to any sales proceeds received by Landlord or the Landlord Indemnified Parties in connection with the Project, Building or Premises; (b) only Landlord shall be sued or named as a party in any suit or action; (c) no writ of attachment, execution, possession, or sale, will ever be levied against the assets of Landlord, except the Building; and (d) the obligations of the Landlord under this Lease do not constitute personal obligations of any Landlord Indemnified Party (other than Landlord), and Tenant’s and its successors’ and assigns’ sole and exclusive remedy Tenant shall be against, not seek recourse against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than Landlord’s interest in the Building) for satisfaction of any liability in respect to this Lease (and, without limiting the foregoing, neither the negative capital account of any Landlord Indemnified Party, nor any obligation of any Landlord Indemnified Party to restore a negative capital account or to contribute capital to Landlord, shall at any time be deemed to be the property or an asset of Landlord, and no other assets neither Tenant nor any of Landlordits successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account of an Landlord Indemnified Party’s obligation to restore or contribute). The term “Landlord” as used in this LeaseNotwithstanding any contrary provision herein, so far as covenants or obligations on the part of neither Landlord nor the Landlord are concerned, Indemnified Parties shall be limited to mean and include only the owner liable under any circumstances for any indirect or owners, at the time in question, of the fee title consequential damages or any injury or damage to, or a lesseeinterference with, Tenant’s interest business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in a ground lease ofeach case, the Propertyhowever occurring. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all These covenants and obligations on the part of Landlord contained agreements (in this Lease. Article 34) are enforceable by Landlord and Landlord’s transferees the other Landlord Indemnified Parties and assignees shall have survive the absolute right to transfer all expiration or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions earlier termination of this Lease.
Appears in 3 contracts
Samples: Office Building Lease (Cirius Therapeutics, Inc.), Office Building Lease (Cirius Therapeutics, Inc.), Office Building Lease (Cirius Therapeutics, Inc.)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Property; provided, however, that if Landlord from time to time is lessee of the contraryground or improvements constituting the Building, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest. Upon any sale or transfer of the Building, the obligations of transferor Landlord under this Lease (including as to any actual mortgagee) shall be relieved of any liability or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, obligation thereafter arising and Tenant shall not seek recourse against look solely to the individual members, managers, investors, partners, directors, officers, transferee Landlord as aforesaid for satisfaction of such liability or shareholders of obligation except for defaults by Landlord or prior to such transfer (for which the transferor Landlord shall remain liable). Tenant and each person acting under Tenant agrees to look solely to Landlord’s members or partners or any other persons or entities having any interest from time to time in Landlord, or any of their personal assets the Property for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, officer, director, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable in any equitable judicial proceeding or order beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets Property. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Any lien obtained to enforce any judgment against Landlord are concerned, shall be limited subject and subordinate to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, any mortgage encumbering the Property. In the no event of any transfer shall Landlord or conveyance of Tenant (or any such title persons) ever be liable to the other party, or interest (other than anyone claiming through or on behalf of such party, for any special, indirect, punitive or consequential damages, including lost profits or revenues, except as otherwise provided in Section 3.02 with respect to a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of holdover by Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 3 contracts
Samples: Lease (C4 Therapeutics, Inc.), Lease (C4 Therapeutics, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations Tenant agrees that Landlord shall be liable only for breaches of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations its covenants occurring while it is owner of the individual membersProperty (provided, managershowever, investorsthat if Landlord from time to time is lessee of the ground or improvements constituting the Building, partners, directors, officers, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or shareholders transfer of Landlord the Building (or Landlord’s members interest as ground lessee, as applicable), the transferor Landlord (including any mortgagee) shall be freed of any liability or partnersobligation thereafter arising to the extent that such liabilities and obligations are assumed by such transferee and, thereafter, Tenant shall look solely to the transferee Landlord as aforesaid for satisfaction of such liability or obligation. Tenant and each person acting under Tenant agrees to look solely to Landlord’s interest from time to time in the Property, including the rents, insurance process and condemnation proceeds therefrom, and Tenant shall the proceeds from the sale of the Property received by Landlord if the successor to Landlord does not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or expressly assume in writing and agree to be responsible for prior Landlord’s members or partners or any other persons or entities having any interest in Landlordobligations and actions under the Lease, or any of their personal assets for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable in any equitable judicial proceeding or order beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.the
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Property (provided, however, that if Landlord from time to time is lessee of the ground or improvements constituting the Building, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building, the transferor Landlord (including any mortgagee) shall be freed of any liability or obligation thereafter arising and, subject to Section 9.02, Tenant shall look solely to the contrary, the obligations transferee Landlord as aforesaid for satisfaction of Landlord such liability or obligation. Tenant and each person acting under this Lease (including as Tenant agrees to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or look solely to Landlord’s members or partners, and Tenant shall not seek recourse against interest from time to time in the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets Property for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable in any judicial proceeding or order beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets Property. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Any lien obtained to enforce any judgment against Landlord are concerned, shall be limited subject and subordinate to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, any mortgage encumbering the Property. In the no event of any transfer shall Landlord (or conveyance of any such title persons) ever be liable to Tenant for indirect or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Leaseconsequential damages.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the BuildingFacility, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the BuildingFacility, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Samples: Office Lease (Alteryx, Inc.)
Limitation on Landlord’s Liability. A. Notwithstanding anything contained to the contrary in this Lease, (1) Landlord shall not be liable to Tenant for any loss or damage to property which is either covered by insurance or which Tenant is required to insure under this Lease; and (2) any liability of Landlord to Tenant under this Lease shall be limited to direct damages and shall expressly exclude indirect, consequential, incidental or punitive damages, including any liability to Tenant for lost profits or interruption of business. Tenant shall look to its property damage or business interruption insurance policies, and not to Landlord, any party holding an interest in or otherwise affiliated with Landlord, or any agent or employee of Landlord, for any loss incurred as a result of damage to Tenant's property or interruption of Tenant's business.
B. Except for damages resulting from the gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant, its employees, agents or invitees for any damage, compensation, claim or expense arising from or in connection with: (1) damage or loss to the contraryproperty of parties other than Tenant located anywhere in the Building; (2) death, accident or injury to persons occurring anywhere in the Building (including the Premises); (3) any delay in completing Tenant's Work; or (4) any discontinuance of heat, air-conditioning, elevator service, or of any other service to be provided by Landlord under this Lease resulting from any cause whatsoever.
C. Notwithstanding anything to the contrary in this Lease, there shall be no liability on the part of Landlord, any party holding an interest in or otherwise affiliated with Landlord (including any partners, stockholders, members, officers, directors or principals of Landlord, as applicable), any agent or employee of Landlord, or any Mortgagee in possession of the Building, with respect to any terms of this Lease. Tenant shall look solely to the equity of Landlord in the Building for the satisfaction of every remedy of Tenant for any breach by Landlord under this Lease. Upon the transfer of Landlord's interest in the Building, Landlord shall be released from all covenants and obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the Building, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contraryIt is expressly understood and agreed by Tenant that none of Landlord’s covenants, the obligations of Landlord under this Lease (including undertakings or agreements are made or intended as to any actual personal covenants, undertakings or alleged breach or default agreements by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual damages or alleged failure, breach or default hereunder nonperformance by Landlord)Landlord or otherwise arising under or in connection with this Agreement or the Lease or the relationship of Landlord and Tenant hereunder, shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, collectible only out of Landlord’s interest in the BuildingProperty (or if Landlord is the beneficiary of a land trust, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective right, title and interest in such land trust), in each case as the Premisessame may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against, Landlord, its members or its other owners, direct or remote, all such liability, if any, being expressly waived and released by Tenant. The limitations of liability of Landlord contained herein shall apply equally to and inure to the Buildingbenefit of the Landlord Protected Parties. Tenant further expressly understands and agrees that if any instrument involving the Building is executed by Landlord’s agent (“Landlord’s Agent”) on behalf of Landlord, the Property and/or then Landlord’s Agent executes such instrument, not in its own right but solely as Landlord’s Agent and that nothing in this Lease without the consent of Tenantshall be construed as creating any liability whatsoever against such Landlord’s Agent, its owners, direct and remote, and such transfer their respective directors, officers or subsequent transfer employees and in particular, without limiting the generality of the foregoing, there shall not be deemed a violation on no liability of Landlord’s part of Agent to pay any of the terms and conditions of this Leaseindebtedness or sum accruing thereunder, or to perform any covenant or agreement whether expressed or implied therein contained, it being agreed that Landlord shall have sole responsibility therefor.
Appears in 1 contract
Samples: Office Lease (Hyatt Hotels Corp)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons p ersons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by LandlordXxxxxxxx), shall be limited solely to, and TenantXxxxxx’s and its successors’ and assigns’ sole and exclusive remedy shall be against, LandlordXxxxxxxx’s interest in the Building, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease, provided that the transferee agrees to assume all such covenants and obligations. Landlord and LandlordXxxxxxxx’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Samples: Office/Industrial Lease (iRhythm Technologies, Inc.)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Neither Landlord nor Landlord's agents or employees shall be liable to Tenant and Tenant hereby waives all claims against Landlord, its agents and employees for any injury or damage to any person or property in, upon or about the contraryPremises, the Building or the Facility, by or from any cause whatsoever (other than due to gross negligence or willful misconduct of the Landlord, or its agents or employees) and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or other portion of the Premises, the Building or the Facility, or caused by gas, fire, steam, oil or electricity in, upon or about the Premises or Facility. Landlord and Landlord's agents and employees shall not be liable for any damage to any of Tenant's personal property entrusted to Landlord, and its employees, nor for loss of or damage to any of Tenant's personal property by theft or otherwise except when caused by Landlord's gross negligence or willful misconduct. Landlord and Landlord's agents and employees shall not be liable for any latent or patent defect in the Premises or the Facility or for any consequential damages arising out of any loss of use of the Premises. Tenant shall give prompt written notice to Landlord in case of damage caused by fire or accident on the Premises. Tenant shall look solely to Landlord to enforce Landlord's obligations hereunder and shall not seek any damages against any of Landlord Indemnified Parties (as hereinafter defined). The liability of Landlord for Landlord's obligations under this Lease (including as shall not exceed and shall be limited to any actual or alleged breach or default by Landlord) do not constitute personal obligations of 's interest in the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, Building and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or look to any other persons property or entities having any interest assets in seeking either to enforce Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its 's obligations under this Lease (including any liability as to satisfy a result judgment for Landlord's failure to perform such obligations. Notwithstanding the foregoing, Tenant shall have recourse against Landlord to the extent of any actual or alleged failure, breach or default hereunder the net proceeds realized by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in Landlord on the sale of the Building, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained It is expressly understood and agreed by Tenant that none of Landlord's covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord or the partners in this Lease to the contraryLandlord, the obligations of Landlord under this Lease (including as to and any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders liability of Landlord or Landlord’s members the partners in Landlord for damages or partners, breach or nonperformance by Landlord or otherwise arising under or in connection with this Lease or the relationship of Landlord and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord)hereunder, shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, collectible only out of Landlord’s 's interest in the BuildingProperty (or if Landlord is the beneficiary of a land trust, and no other assets of Landlord. The term “Landlord” as used in this Lease's right, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in such land trust), in each case as the Premisessame may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against, Landlord or the Buildingpartners in Landlord or any of its or their officers, the Property and/or agents, employees, legal representatives, successors or assigns, all such liability, if any, being expressly waived and released by Tenant. Tenant further expressly understands and agrees that Landlord's agent executes this Lease, not in its own right but solely as Landlord's agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord's agent, its shareholders, directors, officers or employees and in particular, without limiting the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any generality of the terms and conditions of this Leaseforegoing, there shall be no liability to pay any indebtedness or sum accruing hereunder, or to perform any covenant or agreement whether express or implied herein contained, it being agreed that Landlord shall have sole responsibility therefor.
Appears in 1 contract
Samples: Lease Agreement (Privatebancorp Inc)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and TENANT'S INDEMNITY; INSURANCE. Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or look solely to Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s 's then equity interest in the Building at the time owned, insurance proceeds, and income from the Building, and no for recovery of any judgment from Landlord; it being agreed that neither Landlord (original or successor), nor any partner (general or limited), associate, executor, participant, principal, agent, employee, executor, or other assets fiduciary, beneficiary, officer, or other person or entity in or of any partnership, association, joint venture, corporation or other entity, Trust, or Estate from time to time owning Landlord. The term “Landlord” as used 's interest in this Lease, so far as covenants shall ever be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant (it being agreed by Tenant that such exoneration from personal liability is and shall be absolute and complete with no exception whatsoever). With respect to any services to be furnished or obligations on to be performed by Landlord to Tenant, Landlord shall never be responsible for failure to furnish or perform the same when (and the time for performance of the same shall be extended for such period as Landlord is) prevented from doing so by strike, lockout, breakdown, accident, order or regulation of or by any Governmental authority, or failure of supply, of inability to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord's control (financial reasons will not be a recognized cause hereunder), or for any cause due to any act or omission of Tenant, Tenant's invitees, customers, servants, agents, employees, licensees or any person claiming by, through or under Tenant (collectively "Force Majeure"). Except as otherwise specifically provided herein Landlord shall not be responsible for the loss of or damage to property or death or injury to persons, occurring in or about the Premises, or the Building regardless of the cause thereof, including, without limitation, any loss or damage caused by: (a) any repairs or alterations, (b) any existing or future condition, defect, matter or thing in the Premises or the property of which the Premises are a part, whether caused by Tenant or by Tenant's guests, its agents, employees or by others, or (c) defective electric wiring, or the breaking, bursting, stoppage or leaking of any part of the Premises or the Building, including the plumbing, air conditioning, heating, fire control sprinkler systems, roof, or gas, sewer or pipes. In no event shall Landlord are concernedever be liable to Tenant for any indirect, shall be limited to mean and include only the owner special, or owners, at the time in question, consequential damages by reason of Landlord's breach or default of the fee title toterms of this Lease or otherwise. To the maximum extent this Agreement may be made effective, Tenant agrees to indemnify and save Landlord harmless from and against all claims of whatever nature arising in or about the Premises or the park from any act or omission of Tenant, or Tenant's contractors, licensees, agents, invitees, servants or employees. This indemnity and hold harmless Agreement shall include indemnity against all costs, expenses and liabilities occurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof with counsel acceptable to Landlord, but shall exclude casualty, condemnation and matters resulting from a lessee’s interest failure by Landlord to perform its obligations hereunder. Tenant agrees to maintain in a ground lease offull force throughout the term of this Lease, the Property. In the event and thereafter so long as Tenant is in occupancy of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, a policy of public liability and property damage insurance under which Landlord is named as additional insured, and under which the Buildinginsurer agrees to indemnify and hold Landlord and those in privity of estate with Landlord, harmless from and against all cost, expense and/or liability arising out of or based upon any and all claims, accidents, injuries and damages mentioned in this section, in the broadest form of such coverage from time to time available in the State of Connecticut. Each policy required to be maintained hereunder by Landlord and Tenent shall contain full waiver of the right of subrogation of such insurance company against the other party and its officers, directors and partners and those in privity with the other party and its officers, directors and partners and those in privity with the other party and shall be non- cancelable and non-amendable with respect to such party and such party's designees without ten (10) days prior notice to such other party; a duplicate original or certificate thereof shall be delivered to such other party. With respect to the liability policy of Tenent, the Property and/or this Lease without the consent minimum limits of Tenant, and liability of such transfer or subsequent transfer insurance shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.as specified in Article I. ARTICLE XVI ----------- Damage to Premises
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and TENANT'S INDEMNITY; INSURANCE. Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or look solely to Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s 's then equity interest in the BuildingBuilding at the time owned and for the security deposit, and no for recovery of any judgment from Landlord; it being agreed that neither Landlord (original or successor), nor any partner (general or limited), associate, executor, participant, principal, agent, employee, executor, or other assets fiduciary, beneficiary, officer, or other person or entity in or of any partnership, association, joint venture, corporation or other entity, Trust, or Estate from time to time owning Landlord. The term “Landlord” as used 's interest in this Lease, so far as covenants shall ever be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant (it being agreed by Tenant that such exoneration from personal liability is and shall be absolute and complete with no exception whatsoever). With respect to any services to be furnished or obligations on to be performed by Landlord to Tenant, Landlord shall never be responsible for failure to furnish or perform the same when (and the time for performance of the same shall be extended for such period as Landlord is) prevented from doing so by strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, of inability to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord's reasonable control, or for any cause due to any act or omission of Tenant, Tenant's invitees, customers, servants, agents, employees, licensees or any person claiming by, through or under Tenant. Except as otherwise specifically provided herein or as required by law, Landlord shall not be responsible for the loss of or damage to property or death or injury to persons, occurring in or about the Premises, or the Building regardless of the cause thereof, including, without limitation, any loss or damage caused by: (a) any repairs or alterations, (b) any existing or future condition, defect, matter or thing in the Premises or the property of which the Premises are a part, whether caused by Tenant or by Tenant's guests, its agents, employees or by others, or (c) defective electric wiring, or the breaking, bursting, stoppage or leaking of any part of the Premises or the Building, including the plumbing, air conditioning, heating, fire control sprinkler systems, roof, or gas, sewer or pipes. In no event shall either party ever be liable to the other for any indirect, special, or consequential damages by reason of breach or default of the terms of this Lease or otherwise. To the maximum extent this Agreement may be made effective, Tenant agrees to indemnify and save Landlord harmless from and against all claims of whatever nature arising in or about the Premises from any intentional act or omission of Tenant, or Tenant's servants or employees, occurring after the commencement of this Lease term and until the end of this Lease term and thereafter, so long as Tenant is in occupancy of any part of the Premises. This indemnity and hold harmless Agreement shall include indemnity against all costs, expenses and liabilities occurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof with counsel acceptable to Landlord. Landlord agrees to seek compensation first from the insurance policies described in the immediately subsequent sentence prior to seeking compensation from Tenant pursuant to this paragraph. Tenant agrees to maintain in full force throughout the term of this Lease, and thereafter so long as Tenant is in occupancy of any part of the Premises, a policy of public liability and property damage insurance under which Landlord (and such other directors or partners thereof as specified by Landlord by notice to Tenant from time to time) and Tenant are concernednamed as insured, and under which the insurer agrees to indemnify and hold Landlord and those in privity of estate with Landlord, harmless from and against all cost, expense and/or liability arising out of or based upon any and all claims, accidents, injuries and damages mentioned in this section, in the broadest form of such coverage from time to time available in the State of Connecticut. Each such policy shall contain full waiver of the right of subrogation of such insurance company against Landlord and its officers, directors and partners and those in privity with Landlord and its officers, directors and partners and shall be limited non-cancelable and non-amendable with respect to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees 's designees without ten (10) days prior notice to Landlord; a duplicate original or certificate thereof shall have the absolute right be delivered to transfer all or any portion Landlord. The minimum limits of their respective title and interest liability of such insurance shall be as specified in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer Article I. Such insurance shall not be deemed a violation on increased from time to time as required by Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything It is expressly understood and agreed by Tenant that none of Landlord's representations, warranties, covenants, undertakings or agreements (save and except only the representation and warranty by Landlord contained in the last sentence of Section 3(b) above) are made or intended as personal representations, warranties, covenants, undertakings or agreements by Landlord or the members in Landlord, and any liability of Landlord or the members in Landlord for damages or breach or nonperformance by Landlord or otherwise arising under or in connection with this Lease or the relationship of Landlord and Tenant hereunder, shall be collectible only out of Landlord's interest in the Property (including any insurance proceeds and condemnation awards received by Landlord from the Property after the date of such breach or non-performance by Landlord and the Security Deposit), as the same may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against any of the Landlord Parties, all such liability, if any, being expressly waived and released by Tenant. Tenant further expressly understands and agrees that Landlord's agent executes this Lease, not in its own right but solely as Landlord's agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord's agent, its members or their respective shareholders, directors, officers or employees and in particular, without limiting the generality of the foregoing, there shall be no liability to pay any indebtedness or sum accruing hereunder, or to perform any covenant or agreement whether express or implied herein contained, it being agreed that Landlord shall have sole responsibility therefor. Landlord shall have the contraryright to sell or convey and/or master lease the Property, the and in connection therewith, to transfer and assign its rights under this Lease, and upon any such transfer and assignment Landlord shall be released from all obligations of Landlord the landlord under this Lease (including as to any actual accruing after the effective date of such transfer or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partnersassignment, and Tenant shall not seek recourse against agrees to look solely to the individual members, managers, investors, partners, directors, officers, or shareholders successor in interest of Landlord or Landlord’s members or partners or any other persons or entities having any interest for the performance of such obligations. END OF TERMS AND CONDITIONS 177305.3 050137-31403 6/26/03 Form Retail Lease Agreement 2001.12 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Land located in Landlordthe Township of Cascade, or any County of their personal assets for satisfaction Kent, State of any liability with respect Michigan, more particularly described as Xxx 00, Xxxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxx 00, Xxxx 6 North, Range 10 West, as recorded in Liber 91 of Plats, Pages 21 through 31, Kent County, Michigan Records. 177305.3 050137-31403 6/26/03 Form Retail Lease Agreement 2001.12 EXHIBIT B [SITE PLAN OF PROPERTY] 177305.3 050137-31403 6/26/03 Form Retail Lease Agreement 2001.12 EXHIBIT C COMMENCEMENT DATE CONFIRMATION DECLARATION BY LANDLORD AND TENANT AS TO DATE OF DELIVERY AND ACCEPTANCE OF POSSESSION OF PROPERTY Attached to this Lease. In addition, in consideration and made a part of the benefits accruing hereunder to Tenant Industrial Lease dated the__________day of_____________________,________, entered into and notwithstanding anything contained by MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as LANDLORD, and RIVIERA TOOL COMPANY,. as TENANT. LANDLORD AND TENANT do hereby declare that possession of the Property was accepted by TENANT on the_______________ day of___________________,______. The Lease is now in this Lease to full force and effect, and as of the contrarydate hereof, Tenant hereby covenants and agrees for itself and LANDLORD has fulfilled all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the Building, and no other assets of LandlordLease. The term “Landlord” as used in this LeaseCommencement Date is established as___________________, so far as covenants or obligations on the part of the Landlord are concerned_______. The Expiration Date is established as___________________________,______. LANDLORD: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Cornerstone Real Estate Advisers, shall be limited to mean and include only the owner or ownersInc., at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this its agent By:______________________________________ Name Typed: Title: Date: TENANT: RIVIERA TOOL COMPANY By:__________________________ Name Typed: Title: Date: 177305.3 050137-31403 6/26/03 Form Retail Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.Agreement 2001.12 RIDERS
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Property (provided, however, that if Landlord from time to time is lessee of the contraryground or improvements constituting the Building, then Landlord's period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building, the obligations of transferor Landlord under this Lease (including as to any actual mortgagee) shall be freed of any liability or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, obligation thereafter arising and Tenant shall not seek recourse against look solely to the individual members, managers, investors, partners, directors, officers, transferee Landlord as aforesaid for satisfaction of such liability or shareholders of Landlord or obligation. Tenant and each person acting under Tenant agrees to look solely to Landlord’s members or partners or any other persons or entities having any 's interest from time to time in Landlord, or any of their personal assets the Property for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable in any equitable judicial proceeding or order beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets Property. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Any lien obtained to enforce any judgment against Landlord are concerned, shall be limited subject and subordinate to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, any mortgage encumbering the Property. In the no event of any transfer shall Landlord (or conveyance of any such title persons) ever be liable to Tenant for indirect or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Leaseconsequential damages.
Appears in 1 contract
Samples: Lease Agreement (Metabolix, Inc.)
Limitation on Landlord’s Liability. Notwithstanding anything contained (i) It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by the members in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having Landlord Parties except Landlord.
(ii) Also, any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord itself for its obligations under this Lease (including damages for any liability as a result of any actual or alleged failure, breach or default hereunder nonperformance by Landlord), Landlord shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, collectible only out of Landlord’s interest in the BuildingProperty, as the same may then be encumbered, and no other assets of personal liability hereunder is assumed by, nor at any time may be asserted against Landlord, all such personal liability, if any, being expressly waived and released by Tenant. The term “Landlord” (To be clear, as used in this LeaseSection 25(r)(ii), so far as covenants or obligations on the part “personal liability” of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lesseemeans liability beyond Landlord’s interest in a ground lease of, the Property. In Nothing in this Section 25(r) will prevent Tenant from suing Landlord for a breach of this Lease, or from obtaining a judgment against Landlord, or from executing the event judgment against the Property. However, even if Tenant obtains a judgment against Landlord for a breach of this Lease, Tenant may not execute the judgment against any transfer or conveyance assets of any such title or interest (Landlord other than a transfer for security purposes onlythe Property.)
(iii) Tenant further expressly understands and agrees that Landlord’s agent executes this Lease, the transferor not in its own right but solely as Landlord’s agent and that nothing in this Lease shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and construed as creating any liability whatsoever against such Landlord’s transferees agent, its members or their respective shareholders, directors, officers or employees and assignees in particular. Without limiting the generality of the foregoing, none of them shall be liable to pay any indebtedness or sum accruing hereunder, or to perform any covenant or agreement whether express or implied herein contained, it being agreed that Landlord shall have sole responsibility therefor.
(iv) Landlord shall have the absolute right to transfer all sell or any portion of their respective title and interest in the Premises, convey and/or master lease the Building, and in connection therewith, to transfer and assign its rights under this Lease, and upon any such transfer and assignment Landlord shall be released from all obligations of the Property and/or landlord under this Lease without accruing after the consent effective date of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part assignment, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations.
(v) Despite the foregoing, nothing in this Section 25(r) will limit or release any rights of the terms and conditions of this LeaseTenant to recover Mishandled LC Proceeds from Landlord or any Landlord Party who receives those Mishandled LC Proceeds.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord or the members in this Lease to the contraryLandlord, the obligations of Landlord under this Lease (including as to and any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders liability of Landlord or Landlord’s the members in Landlord for damages or partners, breach or nonperformance by Landlord or otherwise arising under or in connection with this Lease or the relationship of Landlord and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord)hereunder, shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, collectible only out of Landlord’s interest in the Property, as the same may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against any of the Landlord Parties, all such liability, if any, being expressly waived and released by Tenant. Tenant further expressly understands and agrees that Landlord’s agent executes this Lease, not in its own right but solely as Landlord’s agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord’s agent, its members or their respective shareholders, directors, officers or employees and in particular, without limiting the generality of the foregoing, there shall be no liability to pay any indebtedness or sum accruing hereunder, or to perform any covenant or agreement whether express or implied herein contained, it being agreed that Landlord shall have sole responsibility therefor. Landlord shall have the right to sell or convey and/or master lease the Building, and no other assets of Landlord. The term “Landlord” as used in connection therewith, to transfer and assign its rights under this Lease, so far as covenants or and upon any such transfer and assignment Landlord shall be released from all obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or landlord under this Lease without accruing after the consent effective date of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part assignment, and Tenant agrees to look solely to the successor in interest of any Landlord for the performance of the terms and conditions of this Leasesuch obligations.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord or the members in this Lease to the contraryLandlord, the obligations of Landlord under this Lease (including as to and any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders liability of Landlord or Landlord’s the members in Landlord for damages or partners, breach or nonperformance by Landlord or otherwise arising under or in connection with this Lease or the relationship of Landlord and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord)hereunder, shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, collectible only out of Landlord’s interest in the BuildingProperty, as the same may then be encumbered, and no other assets personal liability is assumed by, nor at any time may be asserted against any of the Landlord Parties, all such liability, if any, being expressly waived and released by Tenant. Tenant further expressly understands and agrees that Landlord. The term “Landlord” as used in ’s agent executes this Lease, so far not in its own right but solely as covenants Landlord’s agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord’s agent, its members or obligations on their respective shareholders, directors, officers or employees and in particular, without limiting the part generality of the Landlord are concernedforegoing, there shall be limited no liability to mean and include only the owner pay any indebtedness or owners, at the time in question, of the fee title tosum accruing hereunder, or a lessee’s interest in a ground lease ofto perform any covenant or agreement whether express or implied herein contained, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor it being agreed that Landlord shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Leasehave sole responsibility therefor. Landlord and Landlord’s transferees and assignees shall have the absolute right to sell or convey and/or master lease the Building or the Property, and in connection therewith, to transfer and assign its rights under this Lease, and upon any such transfer and assignment Landlord shall be released from all or any portion obligations of their respective title and interest in the Premises, the Building, the Property and/or landlord under this Lease without accruing after the consent effective date of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part assignment, and Tenant agrees to look solely to the successor in interest of any Landlord for the performance of the terms and conditions of this Leasesuch obligations.
Appears in 1 contract
Samples: Lease Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Property (provided, however, that if Landlord from time to time is lessee of the ground or improvements constituting the Building, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building, the transferor Landlord (including any mortgagee) shall be freed of any liability or obligation thereafter arising and, subject to Section 9.02, Tenant shall look solely to the contrary, transferee Landlord as aforesaid for satisfaction of such liability or obligation. Tenant and each person acting under Xxxxxx agrees to look solely to Xxxxxxxx’s interest from time to time in the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets Property for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable in any judicial proceeding or order beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets Property. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Any lien obtained to enforce any judgment against Landlord are concerned, shall be limited subject and subordinate to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, any mortgage encumbering the Property. In the no event of any transfer shall Landlord (or conveyance of any such title persons) ever be liable to Tenant for indirect or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Leaseconsequential damages.
Appears in 1 contract
Samples: Lease Agreement (Curis Inc)
Limitation on Landlord’s Liability. Notwithstanding anything contained in Tenant, for itself and its successors and assigns (to the extent this Lease to is assignable), hereby agrees that in the contraryevent of any actual, the obligations of or alleged, breach or default by Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and that:
A. Tenant’s and its successors’ and assigns’ 's sole and exclusive remedy against Landlord shall be against, as against Landlord’s 's interest in the Building and Parcel, and in any rent, insurance proceeds, and other revenues and income which Landlord is entitled to receive in connection with its ownership of the Building, the Parcel, and no other buildings on the Parcel;
B. No partner, member or shareholder of Landlord shall be sued or named in a party in a suit or action (except as may be necessary to secure jurisdiction of Landlord);
C. No service of process shall be made against any partner, member or shareholder of Landlord (except as may be necessary to secure jurisdiction of Landlord);
D. No partner, member or shareholder of Landlord shall be required to answer or otherwise plead to any service of process;
E. No individual judgment will be taken against any partner, member or shareholder of Landlord;
F. Any judgment taken against any partner, member or shareholder of Landlord may be vacated and set aside at any time nunc pro tunc;
G. No writ of execution will ever be levied against the assets of any partner, member or shareholder of Landlord;
H. The covenants and agreements of Tenant set forth in this Paragraph 38 shall be enforceable by Landlord and any partner, member or shareholder of Landlord. The term “Landlord” as used foregoing limitations in this Lease, so far as covenants or obligations on the part of Section 38 shall not apply to Tenant's right to recover from the Landlord are concernedthe Security Deposit, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease ofincluding, the Property. In Letter of Credit and any amounts drawn under the event Letter of Credit not otherwise applied in connection with any transfer or conveyance Event of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this LeaseDefault.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s 's members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s 's members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s 's and its successors’ ' and assigns’ ' sole and exclusive remedy shall be against, Landlord’s 's interest in the BuildingProperty, and no other assets of Landlord. The term “"Landlord” " as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s 's interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations thereafter to be performed on the part of Landlord contained in this Lease. Landlord and Landlord’s 's transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s 's part of any of the terms and conditions of this Lease.
Appears in 1 contract
Samples: Multi Tenant Lease (Nnn) (WaferGen Bio-Systems, Inc.)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Property (provided, however, that if Landlord from time to time is lessee of the ground or improvements constituting the Building, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building, the transferor Landlord (including any mortgagee) shall be freed of any liability or obligation thereafter arising provided the transferee Landlord has assumed said liability or obligation from and after the date of said transfer and, subject to Section 16.01, Tenant shall look solely to the contrarytransferee Landlord as aforesaid for satisfaction of such liability or obligation. The foregoing sentence shall not apply to the Security Deposit, the obligations transfer of Landlord which is addressed in Article 15. Tenant and each person acting under this Lease (including as Tenant agrees to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or look solely to Landlord’s members or partners, and Tenant shall not seek recourse against interest from time to time in the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets Property for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable in any equitable judicial proceeding or order beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets Property. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Any lien obtained to enforce any judgment against Landlord are concerned, shall be limited subject and subordinate to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, any mortgage encumbering the Property. In the no event of any transfer shall Landlord (or conveyance of any such title persons) ever be liable to Tenant for indirect or interest consequential damages (other than a transfer for security purposes onlyincluding loss of revenue, profits or data), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Samples: Industrial Real Estate Lease (Alexion Pharmaceuticals Inc)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease If Landlord becomes obligated to pay Tenant any judgment arising out of any failure by the contraryLandlord to perform or observe any of the terms, the obligations of covenants conditions or provisions to be performed or observed by Landlord under this Lease (including as Lease, Tenant shall be limited in the satisfaction of such judgment solely to Landlord's interest in the Building and the Property or any actual proceeds arising from the sale thereof and no other property or alleged breach assets of Landlord or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, officers or shareholders of Landlord or Landlord’s members its constituent partners shall be subject to levy, execution or partners, and Tenant shall not seek recourse against other enforcement procedure whatsoever for the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the Building, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Propertysuch money judgment. In the event of any transfer or conveyance of any such title or interest (other than Tenant obtains a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. money judgment against Landlord and Landlord’s transferees Landlord does not pay or bond over such money judgment within thirty (30) days after entry thereof, Tenant may offset the amount of such judgment, with interest at the Default Rate, against the Annual Basic Rent and assignees Additional Rent payable under this Lease until, by virtue of such offset, Tenant shall have recovered the absolute full amount of its judgment. Exercise by Tenant of the foregoing right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer offset shall not be deemed a violation an election of remedies and Tenant shall have the right, either concurrently or consecutively, to pursue all other remedies available to Tenant at law or in equity, subject to the limitation on Landlord’s part of any of the terms and conditions of remedies set forth in this Lease.
Appears in 1 contract
Samples: Office Lease (Pegasus Solutions Inc)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Unit; provided, however, that if Landlord from time to time is lessee of the contraryground or improvements constituting the Building, then Landlord’s period of ownership of the Unit shall be deemed to mean only that period while Landlord holds such leasehold interest. Upon any sale or transfer of the Unit, the obligations of transferor Landlord under this Lease (including as to any actual mortgagee) shall be relieved of any liability or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, obligation thereafter arising and Tenant shall not seek recourse against look solely to the individual members, managers, investors, partners, directors, officers, transferee Landlord as aforesaid for satisfaction of such liability or shareholders of obligation except for defaults by Landlord or prior to such transfer (for which the transferor Landlord shall remain liable). Tenant and each person acting under Tenant agrees to look solely to Landlord’s members or partners or any other persons or entities having any interest from time to time in Landlord, or any of their personal assets the Unit for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, officer, director, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable in any equitable judicial proceeding or order beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets Unit. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord. The term “Landlord” Any lien obtained to enforce any judgment against Landlord shall be subject and subordinate to any mortgage encumbering the Unit (either by itself or as used in this Lease, so far as covenants or obligations on the part of a larger mortgaged property). In no event shall Landlord (or any such persons) or Tenant ever be liable to the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title toother party, or a lesseeanyone claiming through or on behalf of such party, for any special, indirect, punitive or consequential damages, including lost profits or revenues; provided, however, that the preceding provisions of this sentence shall not limit to Tenant’s interest liability to Landlord under Section 3.02 above in a ground lease of, the Property. In the event of any transfer a holdover by Tenant or conveyance of any such title anyone claiming by, through or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of under Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, members or shareholders of Landlord or Landlord’s members or 's partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, members or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord's partners, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, to the fair market value of Landlord’s 's equity interest in the Building, and no other assets Site. The foregoing provisions are not intended to relieve Landlord from the performance of any of Landlord. The term “Landlord” as used in 's obligations under this Lease, so far as covenants or obligations on but only to limit the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part personal liability of Landlord contained in case of recovery of a judgment against Landlord, nor shall this Paragraph 34 be deemed to limit Tenant's rights to obtain injunctive relief or specific performance or other remedy which may be accorded Tenant at law, in equity or under this Lease. Notwithstanding the foregoing, should Landlord elect to self-insure for any of the risks for which insurance is required to be carried by Landlord under this Lease, the limitation of liability provided in this Paragraph 34 shall not apply to the extent that: (a) Tenant has a claim against Landlord for sums that would have been paid by Landlord's insurance had Landlord carried such insurance; and (b) the value of Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and 's interest in the Premises, Site and the Building, the Property and/or this Lease without the consent of Tenant, and proceeds therefrom is insufficient to satisfy such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Leaseclaim.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual Individual partners, members, managers, investors, partners, directors, officers, officers or shareholders of Landlord or Landlord’s members constituent partners or partnersmembers, and Tenant shall not seek recourse against the individual partners, members, managers, investors, partners, directors, officers, officers or shareholders of Landlord or of Landlord’s members or constituent partners or any other persons or entities having any interest in Landlordmembers, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by LandlordXxxxxxxx), shall be limited solely to, and TenantXxxxxx’s and its successors’ and assigns’ sole and exclusive remedy shall be against, LandlordXxxxxxxx’s interest in the BuildingProject and proceeds therefrom, and no other assets of Landlord. The term “Landlord” as used in this LeaseNotwithstanding any contrary provision herein, so far as covenants neither Landlord (nor or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms partners which comprise Landlord, if any, or of the officers, shareholders, directors, partners or principals of such partners comprising Landlord, (if any) wherever situated) shall be liable under any circumstances for injury or damage to, or interference with, Xxxxxx’s business, including loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. Except as may be necessary to secure jurisdiction of Landlord, no constituent partner or member of Landlord shall be sued or named as a party in any suit or action and conditions no service of process shall be made against any partner or member of Landlord. No constituent partner or member of Landlord shall be required to answer or otherwise plead to any service of process. No judgment will be taken against any constituent partner or member of Landlord and any judgment taken against any constituent partner or member of Landlord may be vacated and set aside at any time after the fact. The provisions of this LeaseSection 31 are enforceable both Landlord and also by any individual partners, members, directors, officers or shareholders of Landlord and any of Landlord’s constituent partners or members.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the BuildingProperty, and sales and insurance proceeds, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Samples: Office Lease (Inphi Corp)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the Property (provided, however, that if Landlord from time to time is lessee of the contraryground or improvements constituting the Building, then Landlord’s period of ownership of the Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building, the obligations of transferor Landlord under this Lease (including as to any actual mortgagee) shall be freed of any liability or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, obligation thereafter arising and Tenant shall not seek recourse against look solely to the individual members, managers, investors, partners, directors, officers, transferee Landlord as aforesaid for satisfaction of such liability or shareholders of Landlord or obligation. Tenant and each person acting under Tenant agrees to look solely to Landlord’s members or partners or any other persons or entities having any interest from time to time in Landlordthe Property (including the rents, or any of their personal assets issues, profits and proceeds thereof and therefrom) for satisfaction of any liability with respect to this Leaseclaim against Landlord. In additionNo owner, in consideration trustee, beneficiary, partner, member, manager, agent, or employee of the benefits accruing hereunder Landlord (or of any mortgagee or any lender or ground or improvements lessor) nor any person acting under any of them shall ever be personally or individually liable to Tenant and notwithstanding anything contained or any person claiming under or through Tenant for or on account of any default by Landlord or failure by Landlord to perform any of its obligations hereunder, or for or on account of any amount or obligations that may be or become due under or in connection with this Lease to or the contrary, Tenant hereby covenants and agrees for itself and all Premises; nor shall it or they ever be answerable or liable beyond the extent of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s their interest in the Building, and no other assets Property. No deficit capital account of any member or partner of Landlord shall be deemed to be a liability of such member or partner or an asset of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Any lien obtained to enforce any judgment against Landlord are concerned, shall be limited subject and subordinate to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, any mortgage encumbering the Property. In the no event of any transfer shall Landlord (or conveyance of any such title persons) ever be liable to Tenant for indirect, special, consequential or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Leasepunitive damages.
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Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease Subject to the contraryterms of Section 10.03 below, neither Landlord nor Landlord's agents or employees shall be liable to Tenant and Tenant hereby waives all claims against Landlord, its agents and employees for any injury or damage to any person or property in, upon or about the Premises, the Building or the Facility, by or from any cause whatsoever (other than due to negligence or willful misconduct of the Landlord, or its agents or employees) and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or other portion of the Premises, the Building or the Facility, or caused by gas, fire, steam, oil or electricity in, upon or about the Premises or Facility. Subject to the terms of Section 10.03 below, Landlord and Landlord's agents and employees shall not be liable for any damage to any of Tenant's personal property entrusted to Landlord, and its employees, nor for loss of or damage to any of Tenant's personal property by theft or otherwise except when caused by Landlord's gross negligence or willful misconduct. Except as may be expressly set forth herein, Landlord and Landlord's agents and employees shall not be liable for any latent or patent defect in the Premises or the Facility or for any consequential damages arising out of any loss of use of the Premises. Tenant shall give prompt written notice to Landlord in case of damage caused by fire or accident on the Premises. Tenant shall look solely to Landlord to enforce Landlord's obligations hereunder and shall not seek any damages against any of Landlord Indemnified Parties (as hereinafter defined). The liability of Landlord for Landlord's obligations under this Lease (including as shall not exceed and shall be limited to any actual or alleged breach or default by Landlord) do not constitute personal obligations of 's interest in the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, Building and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or look to any other persons property or entities having any interest assets in seeking either to enforce Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its 's obligations under this Lease to satisfy a judgment for Landlord's failure to perform such obligations. Notwithstanding the foregoing, Tenant shall have recourse against Landlord to the extent of (including any liability as a result i) the net proceeds actually realized by Landlord in connection with the sale of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the Building, (ii) any net insurance proceeds actually received by Landlord for fire or other casualty at the Building and no other assets of Landlord. The term “Landlord” as used (iii) any net condemnation proceeds actually received by Landlord in this Lease, so far as covenants connection with a taking or obligations on the part appropriation of the Landlord are concerned, shall be limited to mean and include only Building under the owner or owners, at the time in question, power of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Leaseeminent domain.
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Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the Building, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
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Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease To the extent not expressly prohibited by law and except to the contraryextent caused by the negligence or willful misconduct of Landlord, the obligations of Landlord under this Lease (including as to its agents, employees, contractors, or any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual membersLandlord’s Related Parties, managersTenant releases Landlord, investorsits beneficiaries, mortgagees, stockholders, agents (including, without limitation, management agents), partners, directorsofficers, servants and employees, and their respective agents, partners, officers, servants and employees (“Related Parties”), from and waives all claims for damages to person or shareholders property sustained by Tenant or by any occupant of the Premises or the Building, or by any other person, resulting directly or indirectly from: (i) fire or other casualty (but the same shall not affect Landlord’s obligations under Article 9 of this Lease); (ii) any existing or future condition, defect, matter or thing in the Premises, the Building or any part thereof, or from any equipment or appurtenance therein; (iii) any accident in or about the Building; or (iv) any act (including, without limitation, violation of rules) or neglect of any tenant or other occupant of the Building or of any other person, other than Landlord or its agents or Landlord’s Related Parties. Landlord shall not be liable for any claim, loss or damage to person or property which is either covered by insurance or which Tenant is required to insure under this Lease. Tenant shall look to its property damage or business interruption insurance policies, and not to Landlord for any loss incurred as a result of damage to its property or interruption of its business unless such damage or interruption is a direct result of the negligence or willful misconduct of Landlord, its agents, employees, contractors, or any of the Landlord’s Related Parties. Tenant agrees that in the event Tenant shall have any claim against Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations Related Parties under this Lease (including any liability as a result arising out of any actual or alleged failurethe subject matter of this Lease, breach or default hereunder by Landlord), Tenant’s sole recourse shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, against Landlord’s interest in the Building, for the satisfaction of any claim, judgment or decree requiring the payment of money by Landlord or Landlord’s Related Parties as a result of a breach hereof or otherwise in connection with this Lease, and no other property or assets of Landlord. The term “, Landlord” as used in this Lease, so far as covenants ’s Related Parties or obligations on the part of the Landlord are concernedtheir successors or assigns, shall be limited subject to mean and include only the owner levy, execution or owners, at other enforcement procedure for the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance satisfaction of any such title claim, judgment, injunction or interest (other than a transfer for security purposes only)decree. Under no circumstances shall either party be liable for, the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all each party hereby waives, consequential, punitive, special, or exemplary damages, or any portion damages similar thereto, excluding (i) any such damages that arise out of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part by Tenant of any of the terms its obligations pursuant to Article 18 hereof and conditions of this Lease(ii) such consequential damages specified in Article 17 hereof.
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Limitation on Landlord’s Liability. Notwithstanding anything contained in Tenant, for itself and its successors and assigns (to the extent this Lease to is assignable), hereby agrees that in the contraryevent of any actual, the obligations of or alleged, breach or default by Landlord under this Lease that:
A. Tenant's sole and exclusive remedy and recourse against Landlord shall be as against Landlord's interest in the Premises and this Lease;
B. No partner of Landlord shall be sued or named as a party in a suit or action (including except as may be necessary to any actual or alleged breach or default by Landlord) do not constitute personal obligations secure jurisdiction of the individual members, managers, investors, partners, directors, officers, or shareholders partnership) for the breach of any obligation of Landlord or Landlord’s members the act or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders omission of Landlord or Landlord’s members or partners or its Agents;
C. No service of process shall be made against any other persons or entities having any interest in Landlord, or any partner of their personal assets for satisfaction of any liability Landlord with respect to any claim arising under or out of this Lease. In addition, in consideration Lease (except as may be necessary to secure jurisdiction of the benefits accruing hereunder partnership);
D. No partner of Landlord shall be required to Tenant and notwithstanding anything contained in answer or otherwise plead to any service of process with respect to any claim arising under or out of this Lease (except as may be necessary to secure jurisdiction of the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability partnership);
E. No judgment will be taken against any partner of Landlord for the breach of any obligation of Landlord or the act or omission of Landlord or its Agents;
F. Any such judgment taken against any partner of Landlord may be vacated and set aside at any time nunc pro tunc;
G. No writ of execution will ever be levied against the assets of any partner of Landlord for a judgment based on any breach of a Landlord's obligations under this Lease (including or any liability as a result act or omission of any actual or alleged failure, breach or default hereunder by Landlord), ; and
H. The covenants and agreements of Tenant set forth in this Paragraph 36 shall be limited solely to, enforceable by Landlord and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the Building, and no other assets any partner of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Samples: Lease Agreement (Auspex Systems Inc)
Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the BuildingProperty, and no other assets of Landlord. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all future covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
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Limitation on Landlord’s Liability. Notwithstanding anything contained Release of Trustees, Officers and --------------------------------------------------------------------- Partners of Landlord -------------------- Tenant agrees that in this Lease to the contrary, the obligations of event Tenant shall have any claim against Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations arising out of the individual memberssubject matter of this Lease, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners, and Tenant Tenant's sole recourse shall not seek recourse be against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s 's interest in the Building, for the satisfaction of any claim, judgment or decree requiring the payment of money by Landlord as a result of a breach hereof or otherwise in connection with this Lease, and no other property or assets of Landlord, its successors or assigns, shall be subject to the levy, execution or other enforcement procedure for the satisfaction of any such claim, judgment, injunction or decree. The term “Landlord” Moreover, Tenant agrees that Landlord shall in no event and under no circumstances be responsible for any consequential damages incurred or sustained by Tenant, or its employees, agents, contractors or invitees as used a result of or in any way connected to Tenant's occupancy of the Premises. Tenant further hereby waives any and all right to assert any claim against or obtain any damages from, for any reason whatsoever, the trustees, directors, officers and partners of Landlord including all injuries, damages or losses to Tenant's property, real and personal, whether known, unknown, foreseen, unforeseen, patent or latent, which Tenant may have against Landlord or its directors, officers or partners under this Lease or arising out of the subject matter of this Lease. Tenant understands and acknowledges the significance and consequence of such specific waiver. Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition, or order of governmental body or authority, or for any damage or inconvenience that may arise through repair or alteration of any part of the Project, the Building or the Premises, or a failure to make any such repairs, except as expressly provided in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease.
Appears in 1 contract
Samples: Office Lease (PSW Technologies Inc)
Limitation on Landlord’s Liability. Notwithstanding anything contained It is expressly understood and agreed by Tenant that none of Landlord's covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord or the partners in this Lease to the contraryLandlord, the obligations of Landlord under this Lease (including as to and any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual members, managers, investors, partners, directors, officers, or shareholders liability of Landlord or Landlord’s members the partners in Landlord for damages or partners, breach or nonperformance by Landlord or otherwise arising under or in connection with this Lease or the relationship of Landlord and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord’s members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its successors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord)hereunder, shall be limited solely to, and Tenant’s and its successors’ and assigns’ sole and exclusive remedy shall be against, collectible only out of Landlord’s 's interest in the BuildingLand and Building (or if Landlord is the beneficiary of a land trust, and no other assets of Landlord. The term “Landlord” as used in this Lease's right, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord’s transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in such land trust), in each case as the Premisessame may then be encumbered, and no personal liability is assumed by, nor at any time may be asserted against, Landlord or the Buildingpartners in Landlord or any of its or their officers, the Property and/or agents, employees, legal representatives, successors or assigns, all such liability, if any, being expressly waived and released by Tenant. Tenant further expressly understands and agrees that Landlord's Agent executes this Lease, not in its own right but solely as Landlord's Agent and that nothing in this Lease shall be construed as creating any liability whatsoever against such Landlord's agent, its shareholders, directors, officers or employees and in particular, without limiting the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any generality of the terms and conditions of this Leaseforegoing, there shall be no liability to pay any indebtedness or sum accruing hereunder or to perform any covenant or agreement whether express or implied herein contained, it being agreed that Landlord shall have sole responsibility therefor.
Appears in 1 contract
