Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by 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 and 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 shall 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 neither Tenant nor any of its 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). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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 each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any 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 to the contrary contained in this Lease Sublease Agreement, Landlord shall not be liable to Tenant or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents Tenant’s Agents for any injury to Tenant or in any other matter relating of Tenant’s Agents, or damage to Tenant’s occupancy property, resulting from any cause, including without limitation any (i) any interruption or failure of any HVAC or other utility system or any Landlord Services by reason of necessary repair or maintenance of any installations or apparatus or damage thereto or destruction thereof or by reason of mechanical or other defect or breakdown or by reason of any circumstances beyond Landlord’s control; (ii) repairs or improvements to the Premises by Landlord or any services provided by Landlord to Tenant hereunder (iii) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any other form of energy or any services or utility serving the Premises or the Project; (iv) any act, omission, default, misconduct or negligence of any contractor appointed by Tenant or any other of Tenant’s Agents; (v) any damage, injury or loss arising out of the Premises: leakage or defect of the piping, wiring and sprinkler system in the Building and/or the structure of the Building; (avi) the liability of Landlord and the Landlord Indemnified Parties shall be limited solely and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord any damage, injury or loss caused by other tenants or persons in the Building; (vii) any damage, injury or (2) loss arising from or in connection with the equity interest Landlord would have in use of the Common Areas or the Building if the Building were encumbered Parking Area; (viii) vandalism or forcible entry by third-party debt in an amount equal to eighty percent unauthorized persons; (80%ix) penetration of water into or onto any portion of the value Premises through roof leaks or otherwise. This Section 11.2 shall not limit Landlord’s obligations under Section 11.5 hereof, which obligations however remain subject to Section 11.3 hereof. In addition and notwithstanding any provision of the Building (as such value is determined by Landlord and shall include insurance proceeds)this Agreement, provided that in no event shall such liability extend (a) Landlord be liable to Tenant or any sales proceeds received by Landlord of Tenant’s Agents under this Agreement for any consequential (including without limitation any injury to Tenant’s business or the Landlord Indemnified Parties in connection with the Projectloss of income or profit therefrom), Building punitive or Premises; exemplary damages, or (b) only Tenant be liable to 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 shall 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) Agents under this Agreement for satisfaction of any liability in respect to this Lease consequential (and, including without limiting the foregoing, neither the negative capital account of limitation any Landlord Indemnified Party, nor any obligation of any Landlord Indemnified Party to restore a negative capital account or to contribute capital injury to Landlord, shall at any time be deemed to be the property or an asset of Landlord, and neither Tenant nor any of its 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). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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 useincome or profit therefrom), in each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration punitive or any earlier termination of this Leaseexemplary damages.
Appears in 2 contracts
Samples: Sublease Agreement (Avago Technologies LTD), Sublease Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Limitation on Landlord’s Liability. Notwithstanding anything to (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 contrary contained members in this Lease Landlord or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failureother Landlord Parties except Landlord.
(ii) Also, breach or default hereunder by 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 and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in the Building, itself for damages for any breach or (2) the equity interest Landlord would have in the Building if the Building were encumbered nonperformance 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 collectible only out 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 shall not seek recourse against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than Landlord’s interest in the BuildingProperty, as the same may then be encumbered, and no 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. (To be clear, as used in this Section 25(r)(ii), the “personal liability” of Landlord means liability beyond Landlord’s interest in the Property. Nothing in this Section 25(r) will prevent Tenant from suing Landlord for satisfaction a breach of this Lease, or from obtaining a judgment against Landlord, or from executing the 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 assets of Landlord other than the Property.)
(iii) 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 respect to this Lease (and, without particular. Without limiting the generality of the foregoing, neither the negative capital account none 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 neither Tenant nor any of its 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). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties 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 right to sell or convey and/or master lease the Building, and in connection therewith, to transfer and assign its rights under this Lease, and upon any circumstances such transfer and assignment Landlord shall be released from all obligations of the landlord under this Lease accruing after the effective date of such transfer or 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 indirect or consequential damages rights of Tenant to recover Mishandled LC Proceeds from Landlord or any injury or damage to, or interference with, Tenant’s 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 each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this LeaseParty who receives those Mishandled LC Proceeds.
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Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the benefits accruing hereunderProperty (provided, Tenant and all of its successors and assigns covenant and agree thathowever, in the event of any actual or alleged failure, breach or default hereunder by that if Landlord of any representation, warranty, covenant, undertaking or agreement contained in any from time to time is lessee of the Lease Documents ground 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 and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in 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 (2including any mortgagee) shall be freed of any liability or obligation thereafter arising and, subject to Section 9.02, Tenant shall look solely to the equity 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 Landlord would have from time to time 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 shall 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) Property for satisfaction of any liability claim against Landlord. No owner, trustee, beneficiary, partner, member, manager, agent, or employee of 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 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 respect to connection with this Lease (and, without limiting or the foregoing, neither Premises; nor shall it or they ever be answerable or liable in any judicial proceeding or order beyond the negative extent of their interest in the Property. No deficit capital account of any member or partner of 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 a liability of such member or partner or an asset of Landlord, . Any lien obtained to enforce any judgment against Landlord shall be subject and neither Tenant nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect subordinate to any mortgage encumbering the Property. In no event shall Landlord (or any such negative capital account of an Landlord Indemnified Party’s obligation to restore or contribute). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall persons) ever be liable under any circumstances to Tenant for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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 each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Leasedamages.
Appears in 1 contract
Samples: Lease Agreement (Curis Inc)
Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the benefits accruing hereunderProperty (provided, Tenant and all of its successors and assigns covenant and agree thathowever, in the event of any actual or alleged failure, breach or default hereunder by that if Landlord of any representation, warranty, covenant, undertaking or agreement contained in any from time to time is lessee of the Lease Documents ground 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 and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in improvements constituting 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%) then Landlord’s period of ownership of the value Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building Building, the transferor Landlord (as such value is determined by Landlord and shall include insurance proceeds), provided that in no event shall such liability extend to including any sales proceeds received by Landlord or the Landlord Indemnified Parties in connection with the Project, Building or Premises; (bmortgagee) 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 freed of any Landlord Indemnified Party (other than Landlord), liability or obligation thereafter arising and Tenant shall not seek recourse against any look solely to the transferee Landlord Indemnified Party (other than Landlord) as aforesaid for satisfaction of such liability or any of their personal assets (other than obligation. Tenant and each person acting under Tenant agrees to look solely to Landlord’s interest from time to time in the BuildingProperty (including the rents, issues, profits and proceeds thereof and therefrom) for satisfaction of any liability claim against Landlord. No owner, trustee, beneficiary, partner, member, manager, agent, or employee of 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 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 respect to connection with this Lease (and, without limiting or the foregoing, neither Premises; nor shall it or they ever be answerable or liable beyond the negative extent of their interest in the Property. No deficit capital account of any member or partner of 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 a liability of such member or partner or an asset of Landlord, . Any lien obtained to enforce any judgment against Landlord shall be subject and neither Tenant nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect subordinate to any mortgage encumbering the Property. In no event shall Landlord (or any such negative capital account of an Landlord Indemnified Party’s obligation to restore or contribute). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall persons) ever be liable under any circumstances to Tenant for any indirect indirect, special, consequential or consequential damages or any injury or damage to, or interference with, Tenant’s 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 each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Leasepunitive damages.
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Limitation on Landlord’s Liability. Notwithstanding anything Release of Trustees, Officers and --------------------------------------------------------------------- Partners of Landlord -------------------- Tenant agrees that in the event Tenant shall have any claim against Landlord under this Lease arising out of the subject matter of this Lease, Tenant's sole recourse shall be against the Landlord'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 contrary contained levy, execution or other enforcement procedure for the satisfaction of any such claim, judgment, injunction or decree. Moreover, Tenant agrees that Landlord shall in this Lease 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 a result of or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents or in any other matter relating way connected to Tenant’s 's occupancy of the Premises: (a) . Tenant further hereby waives any and all right to assert any claim against or obtain any damages from, for any reason whatsoever, the liability 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 Indemnified Parties shall not be limited solely and exclusively liable or responsible to an amount which is equal Tenant for any loss or damage to the lesser any property or person occasioned by theft, fire, act of (1) the interest of Landlord in the BuildingGod, public enemy, injunction, riot, strike, insurrection, war, court order, requisition, 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%) order of the value governmental body or authority, or for any damage or inconvenience that may arise through repair or alteration 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 part of the Project, the Building or the 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 Landlorda failure to make any such repairs, 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 shall not seek recourse against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than Landlord’s interest as expressly provided 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 neither Tenant nor any of its 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). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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 each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Lease.
Appears in 1 contract
Samples: Office Lease (PSW Technologies Inc)
Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the benefits accruing hereunderUnit; provided, Tenant and all of its successors and assigns covenant and agree thathowever, in the event of any actual or alleged failure, breach or default hereunder by that if Landlord of any representation, warranty, covenant, undertaking or agreement contained in any from time to time is lessee of the Lease Documents ground 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 and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in improvements constituting 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%) then Landlord’s period of ownership of the value Unit shall be deemed to mean only that period while Landlord holds such leasehold interest. Upon any sale or transfer of the Building Unit, the transferor Landlord (as such value is determined by Landlord and shall include insurance proceeds), provided that in no event shall such liability extend to including any sales proceeds received by Landlord or the Landlord Indemnified Parties in connection with the Project, Building or Premises; (bmortgagee) 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 relieved of any Landlord Indemnified Party (other than Landlord), liability or obligation thereafter arising and Tenant shall not seek recourse against any look solely to the transferee Landlord Indemnified Party as aforesaid for satisfaction of such liability or obligation except for defaults by Landlord prior to such transfer (other than Landlord) or any of their personal assets (other than for which the transferor Landlord shall remain liable). Tenant and each person acting under Tenant agrees to look solely to Landlord’s interest from time to time in the Building) Unit for satisfaction of any liability claim against Landlord. No owner, trustee, beneficiary, partner, member, manager, officer, director, agent, or employee of 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 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 respect to connection with this Lease (and, without limiting or the foregoing, neither Premises; nor shall it or they ever be answerable or liable in any equitable judicial proceeding or order beyond the negative extent of their interest in the Unit. No deficit capital account of any member or partner of 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 a liability of such member or partner or an asset of Landlord, . Any lien obtained to enforce any judgment against Landlord shall be subject and neither Tenant nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect subordinate to any such negative capital account mortgage encumbering the Unit (either by itself or as part of an Landlord Indemnified Party’s obligation to restore or contributea larger mortgaged property). Notwithstanding In no event shall Landlord (or any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall such persons) or Tenant ever be liable under any circumstances to the other party, or anyone claiming through or on behalf of such party, for any indirect special, indirect, punitive or consequential damages damages, including lost profits or any injury or damage torevenues; provided, or interference withhowever, that the preceding provisions of this sentence shall not limit to Tenant’s businessliability to Landlord under Section 3.02 above in the event of a holdover by Tenant or anyone claiming by, including but not limited to, loss of profits, loss of rents through or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Leaseunder Tenant.
Appears in 1 contract
Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease Sublease Agreement, Landlord shall not be liable to Tenant or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents Tenant’s Agents for any injury to Tenant or in any other matter relating of Tenant’s Agents, or damage to Tenant’s occupancy property, resulting from any cause, including without limitation any (i) any interruption or failure of any HVAC or other utility system or any Landlord Services by reason of necessary repair or maintenance of any installations or apparatus or damage thereto or destruction thereof or by reason of mechanical or other defect or breakdown or by reason of any circumstances beyond Landlord’s control; (ii) repairs or improvements to the Premises by Landlord or any services provided by Landlord to Tenant hereunder; (iii) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any other form of energy or any services or utility serving the Premises or the Project; (iv) any act, omission, default, misconduct or negligence of any contractor appointed by Tenant or any other of Tenant’s Agents; (v) any damage, injury or loss arising out of the Premises: leakage or defect of the piping, wiring and sprinkler system in the Building and/or the structure of the Building; (avi) the liability of Landlord and the Landlord Indemnified Parties shall be limited solely and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord any damage, injury or loss caused by other tenants or persons in the Building; (vii) any damage, injury or (2) loss arising from or in connection with the equity interest Landlord would have in use of the Common Areas or the Building if the Building were encumbered Parking Area; (viii) vandalism or forcible entry by third-party debt in an amount equal to eighty percent unauthorized persons; (80%ix) penetration of water into or onto any portion of the value Premises through roof leaks or otherwise. This Section 11.2 shall not limit Landlord’s obligations under Section 11.5 hereof which obligations however remain subject to Section 11.3 hereof. In addition and notwithstanding any provision of the Building (as such value is determined by Landlord and shall include insurance proceeds)this Agreement, provided that in no event shall such liability extend (a) Landlord be liable to Tenant or any sales proceeds received by Landlord of Tenant’s Agents under this Agreement for any consequential (including without limitation any injury to Tenant’s business or the Landlord Indemnified Parties in connection with the Projectloss of income or profit therefrom), Building punitive or Premises; exemplary damages, or (b) only Tenant be liable to 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 shall 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) Agents under this Agreement for satisfaction of any liability in respect to this Lease consequential (and, including without limiting the foregoing, neither the negative capital account of limitation any Landlord Indemnified Party, nor any obligation of any Landlord Indemnified Party to restore a negative capital account or to contribute capital injury to Landlord, shall at any time be deemed to be the property or an asset of Landlord, and neither Tenant nor any of its 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). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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 useincome or profit therefrom), in each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration punitive or any earlier termination of this Leaseexemplary damages.
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Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the benefits accruing hereunderProperty (provided, Tenant and all of its successors and assigns covenant and agree thathowever, in the event of any actual or alleged failure, breach or default hereunder by that if Landlord of any representation, warranty, covenant, undertaking or agreement contained in any from time to time is lessee of the Lease Documents ground 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 and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in improvements constituting 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%) then Landlord’s period of ownership of the value Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building 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 transferee Landlord as such value is determined by Landlord and shall include insurance proceeds), provided that in no event shall aforesaid for satisfaction of 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 obligation. The foregoing sentence shall not seek recourse against any Landlord Indemnified Party (other than Landlord) or any apply to the Security Deposit, the transfer of their personal assets (other than which is addressed in Article 15. Tenant and each person acting under Tenant agrees to look solely to Landlord’s interest from time to time in the Building) Property for satisfaction of any liability claim against Landlord. No owner, trustee, beneficiary, partner, member, manager, agent, or employee of 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 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 respect to connection with this Lease (and, without limiting or the foregoing, neither Premises; nor shall it or they ever be answerable or liable in any equitable judicial proceeding or order beyond the negative extent of their interest in the Property. No deficit capital account of any member or partner of 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 a liability of such member or partner or an asset of Landlord, . Any lien obtained to enforce any judgment against Landlord shall be subject and neither Tenant nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect subordinate to any mortgage encumbering the Property. In no event shall Landlord (or any such negative capital account of an Landlord Indemnified Party’s obligation to restore or contribute). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall persons) ever be liable under any circumstances to Tenant for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s business, (including but not limited to, loss of profitsrevenue, loss of rents profits or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Leasedata).
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Samples: Industrial Real Estate Lease (Alexion Pharmaceuticals Inc)
Limitation on Landlord’s Liability. A. Notwithstanding anything to the contrary contained in this Lease Lease, (1) Landlord shall not be liable to Tenant for any loss or in damage to property which is either covered by insurance or which Tenant is required to insure under this Lease; and (2) any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by 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 to Tenant under this Lease shall be limited solely to direct damages and exclusively 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 amount which is equal 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 lesser 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 property 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, or (2) Building for the equity interest Landlord would have in the Building if the Building were encumbered satisfaction of every remedy of Tenant for any breach 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 Lease. Upon the transfer of any Landlord Indemnified Party (other than Landlord), and Tenant shall not seek recourse against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than Landlord’s '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 neither Tenant nor any of its 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). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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 each case, however occurring. These released from all covenants and agreements (in this Article 34) are enforceable by obligations of Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of under this Lease.
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Limitation on Landlord’s Liability. Notwithstanding anything To the extent not expressly prohibited by law and except to the contrary contained in this Lease extent caused by the negligence or in willful misconduct of Landlord, its agents, employees, contractors, or any exhibitsof the Landlord’s Related Parties, riders or addenda hereto attached Tenant releases Landlord, its beneficiaries, mortgagees, stockholders, agents (collectively the including, without limitation, management agents), partners, officers, servants and employees, and their respective agents, partners, officers, servants and employees (“Lease DocumentsRelated Parties”), in consideration from and waives all claims for damages to person or property sustained by Tenant or by any occupant of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual Premises or alleged failure, breach or default hereunder by 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 and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in the Building, or by any other person, resulting directly or indirectly from: (2i) fire or other casualty (but the equity interest Landlord would have 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 Building if Premises, the Building were encumbered by third-party debt or any part thereof, or from any equipment or appurtenance therein; (iii) any accident in an amount equal to eighty percent or about the Building; or (80%iv) any act (including, without limitation, violation of the value rules) or neglect of any tenant or other occupant of the Building (as such value is determined by Landlord and shall include insurance proceeds)or of any other person, provided that in no event shall such liability extend to any sales proceeds received by other than Landlord or the Landlord Indemnified Parties in connection with the Project, Building its agents or Premises; (b) only Landlord’s Related Parties. Landlord shall not be sued liable for any claim, loss or named 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 party in any suit result of damage to its property or action; (c) no writ interruption of attachment, execution, possession, its business unless such damage or sale, will ever be levied against interruption is a direct result of the assets negligence or willful misconduct of Landlord, except the Building; and (d) the obligations 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 Related Parties under this Lease do not constitute personal obligations arising out of any Landlord Indemnified Party (other than Landlord)the subject matter of this Lease, and Tenant Tenant’s sole recourse shall not seek recourse be against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than Landlord’s interest in the Building) , for the satisfaction of any liability 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 respect to connection with this Lease (andLease, 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 and no other property or an asset assets of Landlord, Landlord’s Related Parties or their 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. Under no circumstances shall either party be liable for, and neither each party hereby waives, consequential, punitive, special, or exemplary damages, or any damages similar thereto, excluding (i) any such damages that arise out of a violation by Tenant nor any of its successors or assigns shall have any right obligations pursuant to collect, enforce or proceed against or with respect to any Article 18 hereof and (ii) such negative capital account of an Landlord Indemnified Party’s obligation to restore or contribute). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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, specified in each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Lease17 hereof.
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Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or in any exhibitsagreements are made or intended as personal covenants, riders undertakings or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by 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 and 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 agreements by Landlord or the members in Landlord, and any liability of Landlord Indemnified Parties 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 Projectrelationship of Landlord and Tenant hereunder, Building or Premises; (b) only Landlord shall be sued or named as a party in any suit or action; (c) no writ collectible only out 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 shall 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 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 respect to this Lease (andparticular, without limiting the generality of the foregoing, neither the negative capital account of there shall be no liability to pay any Landlord Indemnified Partyindebtedness or sum accruing hereunder, nor any obligation of any Landlord Indemnified Party to restore a negative capital account or to contribute capital 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 Landlord, shall at any time be deemed to be sell or convey and/or master lease the property or an asset of LandlordBuilding, and neither Tenant nor any of in connection therewith, to transfer and assign its successors or assigns shall have any right to collectrights under this Lease, enforce or proceed against or with respect to and upon any such negative capital account of an transfer and assignment Landlord Indemnified Party’s obligation to restore or contribute). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable released from all obligations of the landlord under any circumstances this Lease accruing after the effective date of such transfer or assignment, and Tenant agrees to look solely to the successor in interest of Landlord for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s business, including but not limited to, loss the performance of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Leasesuch obligations.
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Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings or in any exhibitsagreements are made or intended as personal covenants, riders undertakings or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by 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 and 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 agreements by Landlord or the members in Landlord, and any liability of Landlord Indemnified Parties 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 Projectrelationship of Landlord and Tenant hereunder, Building or Premises; (b) only Landlord shall be sued or named as a party in any suit or action; (c) no writ collectible only out 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 shall 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 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 respect to this Lease (andparticular, without limiting the generality of the foregoing, neither the negative capital account of there shall be no liability to pay any Landlord Indemnified Partyindebtedness or sum accruing hereunder, nor any obligation of any Landlord Indemnified Party to restore a negative capital account or to contribute capital 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 Landlord, shall at any time be deemed to be sell or convey and/or master lease the property Building or an asset of Landlordthe Property, and neither Tenant nor any of in connection therewith, to transfer and assign its successors or assigns shall have any right to collectrights under this Lease, enforce or proceed against or with respect to and upon any such negative capital account of an transfer and assignment Landlord Indemnified Party’s obligation to restore or contribute). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable released from all obligations of the landlord under any circumstances this Lease accruing after the effective date of such transfer or assignment, and Tenant agrees to look solely to the successor in interest of Landlord for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s business, including but not limited to, loss the performance of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Leasesuch obligations.
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Samples: Lease Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the benefits accruing hereunderProperty (provided, Tenant and all of its successors and assigns covenant and agree thathowever, in the event of any actual or alleged failure, breach or default hereunder by that if Landlord of any representation, warranty, covenant, undertaking or agreement contained in any from time to time is lessee of the Lease Documents ground 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 and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in improvements constituting 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%) then Landlord’s period of ownership of the value Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building (or Landlord’s interest as such value is determined by Landlord and shall include insurance proceedsground lessee, as applicable), provided the transferor Landlord (including any mortgagee) shall be freed of any liability or obligation thereafter arising to the extent that in no event 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 extend or obligation. Tenant and each person acting under Tenant agrees to any sales look solely to Landlord’s interest from time to time in the Property, including the rents, insurance process and condemnation proceeds therefrom, and the proceeds from the sale of the Property received by Landlord or if the successor to Landlord Indemnified Parties does not expressly assume in connection with the Project, Building or Premises; (b) only Landlord shall writing and agree to 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 shall not seek recourse against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than responsible for prior Landlord’s interest in obligations and actions under the Building) Lease, for satisfaction of any liability in respect claim against Landlord. No owner, trustee, beneficiary, partner, member, manager, agent, or employee of 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 this Lease (and, without limiting the foregoing, neither the negative capital Tenant or any person claiming under or through Tenant for or on account of any default by Landlord Indemnified Party, nor any obligation of any or failure by 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 neither Tenant nor perform any of its successors obligations hereunder, or assigns shall have any right to collect, enforce for or proceed against or with respect to any such negative capital on account of an Landlord Indemnified Party’s obligation to restore any amount or contribute). Notwithstanding obligations that may be or become due under or in connection with this Lease or the Premises; nor shall it or they ever be answerable or liable in any contrary provision herein, neither Landlord nor equitable judicial proceeding or order beyond the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s business, including but not limited to, loss extent of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, their interest in each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Lease.the
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Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), in consideration Tenant agrees that Landlord shall be liable only for breaches of its covenants occurring while it is owner of the benefits accruing hereunderProperty (provided, Tenant and all of its successors and assigns covenant and agree thathowever, in the event of any actual or alleged failure, breach or default hereunder by that if Landlord of any representation, warranty, covenant, undertaking or agreement contained in any from time to time is lessee of the Lease Documents ground 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 and exclusively to an amount which is equal to the lesser of (1) the interest of Landlord in improvements constituting 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%) then Landlord’s period of ownership of the value Property shall be deemed to mean only that period while Landlord holds such leasehold interest). Upon any sale or transfer of the Building 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 transferee Landlord as such value is determined by Landlord and shall include insurance proceeds), provided that in no event shall aforesaid for satisfaction of such liability extend or obligation. Tenant and each person acting under Tenant agrees 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 shall not seek recourse against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than look solely to Landlord’s interest from time to time in the Building) Property for satisfaction of any liability claim against Landlord. No owner, trustee, beneficiary, partner, member, manager, agent, or employee of 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 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 respect to connection with this Lease (and, without limiting or the foregoing, neither Premises; nor shall it or they ever be answerable or liable in any judicial proceeding or order beyond the negative extent of their interest in the Property. No deficit capital account of any member or partner of 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 a liability of such member or partner or an asset of Landlord, . Any lien obtained to enforce any judgment against Landlord shall be subject and neither Tenant nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect subordinate to any mortgage encumbering the Property. In no event shall Landlord (or any such negative capital account of an Landlord Indemnified Party’s obligation to restore or contribute). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall persons) ever be liable under any circumstances to Tenant for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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 each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Leasedamages.
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Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease to the contrary, the obligations of Landlord under this Lease (including any actual or in alleged breach or default by Landlord) do not constitute personal obligations of the individual partners, directors, officers, members or shareholders of Landlord or Landlord's partners, and Tenant shall not seek recourse against the individual partners, directors, officers, members or shareholders of Landlord or Landlord's partners, or any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”)of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunderhereunder 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 covenant and agree that, in that the event 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 to the fair market value of Landlord's equity interest in the Site. The foregoing provisions are not intended to relieve Landlord from the performance of any representationof Landlord's obligations under this Lease, warrantybut only to limit the personal liability of Landlord in case of recovery of a judgment against Landlord, covenantnor 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, undertaking in equity or agreement contained in under this Lease. Notwithstanding the foregoing, should Landlord elect to self-insure for any of the Lease Documents or risks for which insurance is required to be carried by Landlord under this Lease, the limitation of liability provided in any other matter relating this Paragraph 34 shall not apply to Tenant’s occupancy of the Premisesextent that: (a) the liability of Tenant has a claim against Landlord and the Landlord Indemnified Parties shall be limited solely and 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 for sums that would have in the Building if the Building were encumbered been paid by third-party debt in an amount equal to eighty percent Landlord's insurance had Landlord carried such insurance; and (80%b) 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 shall not seek recourse against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than Landlord’s '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 neither Tenant nor any of its 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). Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s 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 each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord Site and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Leaseproceeds therefrom is insufficient to satisfy such claim.
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Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this Lease to the contrary, the obligations of Landlord under this Lease (including any actual or in alleged breach or default by Landlord) do not constitute personal obligations of the Individual partners, members, directors, officers or shareholders of Landlord or Landlord’s constituent partners or members, and Tenant shall not seek recourse against the individual partners, members, directors, officers or shareholders of Landlord or of Landlord’s constituent partners or members, or any exhibits, riders or addenda hereto attached (collectively the “Lease Documents”)of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunderhereunder 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 covenant and agree that, in that the event 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 of any representationXxxxxxxx), 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 to, and 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 Xxxxxx’s 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 its successors’ and assigns’ sole and exclusive remedy shall be sued or named as a party in any suit or action; (c) no writ of attachmentagainst, 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 shall not seek recourse against any Landlord Indemnified Party (other than Landlord) or any of their personal assets (other than LandlordXxxxxxxx’s interest in the Building) for satisfaction of any liability in respect to this Lease (andProject and proceeds therefrom, 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 and no other assets of Landlord, and neither Tenant nor any of its 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). Notwithstanding any contrary provision herein, neither Landlord (nor or of any of the Landlord Indemnified Parties 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 any indirect or consequential damages or any injury or damage to, or interference with, TenantXxxxxx’s 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 each case, however occurring. These covenants 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 agreements (in 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 Article 34) Section 31 are enforceable by both Landlord and the other also by any individual partners, members, directors, officers or shareholders of Landlord Indemnified Parties and shall survive the expiration any of Landlord’s constituent partners or any earlier termination of this Leasemembers.
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Limitation on Landlord’s Liability. Notwithstanding anything to It is expressly understood and agreed by Tenant that none of Landlord's representations, warranties, covenants, undertakings or agreements (save and except only the contrary representation and warranty by Landlord contained in this Lease the last sentence of Section 3(b) above) are made or in any exhibitsintended as personal representations, riders warranties, covenants, undertakings or addenda hereto attached (collectively the “Lease Documents”), in consideration of the benefits accruing hereunder, Tenant and all of its successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by 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 and 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 agreements by Landlord or the members in Landlord, and any liability of Landlord Indemnified Parties 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 Projectrelationship of Landlord and Tenant hereunder, 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 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), except as the Building; same may then be encumbered, and (d) the obligations no personal liability is assumed by, nor at any time may be asserted against any of the Landlord under 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 do not constitute personal obligations of any Landlord Indemnified Party (other than Landlord), and Tenant shall 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 be construed as creating any liability whatsoever against such Landlord's agent, its members or their respective shareholders, directors, officers or employees and in respect to this Lease (andparticular, without limiting the generality of the foregoing, neither the negative capital account of there shall be no liability to pay any Landlord Indemnified Partyindebtedness or sum accruing hereunder, nor any obligation of any Landlord Indemnified Party to restore a negative capital account or to contribute capital 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 Landlord, shall at any time be deemed to be sell or convey and/or master lease the property or an asset of LandlordProperty, and neither 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 landlord under this Lease accruing after the effective date of such transfer or assignment, and Tenant nor any agrees to look solely to the successor in interest of Landlord 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 the Township of Cascade, County of Kent, State of 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 and made a part of the Industrial Lease dated the__________day of_____________________,________, entered into and 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 full force and effect, and as of the date hereof, LANDLORD has fulfilled all of its successors or assigns shall have any right to collectobligations under the Lease. The Commencement Date is established as___________________, enforce or proceed against or with respect to any such negative capital account of an Landlord Indemnified Party’s obligation to restore or contribute)_______. Notwithstanding any contrary provision hereinThe Expiration Date is established as___________________________,______. LANDLORD: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Cornerstone Real Estate Advisers, neither Landlord nor the Landlord Indemnified Parties shall be liable under any circumstances for any indirect or consequential damages or any injury or damage toInc., or interference with, Tenant’s 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 each case, however occurring. These covenants and agreements (in this Article 34) are enforceable by Landlord and the other Landlord Indemnified Parties and shall survive the expiration or any earlier termination of this Lease.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 Agreement 2001.12 RIDERS
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