Limited Liability of Lessor. The parties hereto agree that the Lessor shall have no personal liability whatsoever to Lessee, the Lenders, Administrative Agent or any of their respective successors and assigns for any Claim based on or in respect of this Participation Agreement or any of the other Operative Documents or arising in any way from the Overall Transaction; provided, however, that the Lessor shall be liable in its individual capacity: (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from the inaccuracy or incorrectness of any representation or warranty made by it in this Participation Agreement or in any certificate or document delivered pursuant hereto, or from the failure of the Lessor to perform the covenants and agreements set forth in Section 10.1 hereof or any other breach by the Lessor of any of its other covenants or obligations hereunder or under any of the other Operative Documents, (c) any Lessor Lien attributable to it, (d) for any Tax based on, with respect to or measured by any income, fees, commission, compensation or other amounts received by it as compensation for services (including for acting as Lessor) or otherwise under, or as contemplated by, the Operative Documents and (e) as otherwise expressly provided in the Operative Documents; provided, further, in no event shall Lessor’s liability exceed its interest in the Facility (except that, notwithstanding this proviso, Lessor shall remain liable for actual damages caused by its gross negligence or willful misconduct).
Limited Liability of Lessor. No provision, covenant or agreement contained in this Lease, the Indenture, the Base Lease or the Certificates, or any obligation herein or therein imposed upon the Lessor, or the breach thereof, shall constitute or give rise to or impose any personal or pecuniary liability upon any director, officer or employee of the Lessor. Except with respect to any action for specific performance or any action in the nature of a prohibitory or mandatory injunction, neither the Lessor nor any director, officer or employee of the Lessor shall be liable to the Lessee or any other person for any action taken by the Lessor or by its officers, servants, agents or employees, or for any failure to take action under this Lease except for its negligence or willful misconduct.
Limited Liability of Lessor. Notwithstanding any provision to the contrary contained herein, Lessee shall look solely to the estate of Lessor in and to the Real Property and the Building only (collectively, the "Specified Assets") in the event of any claim against Lessor arising out of or in connection with this Lease, the relationship of Lessor and Lessee or Lessee's use of the Leased Premises (collectively, "Lessee's Claims"), and Lessee agrees that the liability of Lessor arising out of or in connection therewith shall be limited to the Specified Assets. No properties or assets of Lessor, other than the Specified Assets, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Lessee arising out of or in connection with the Lessee's Claims. Anything contained in this Lease to the contrary notwithstanding, the Lessor may, at its option, and without providing notice to, or obtaining the consent of, the Lessee, sell, transfer or convey the Real Property or the Building thereon and, in accordance therewith, the Lessor may, at its option, and without providing notice to, or obtaining the consent of, the Lessee, assign this Lease to any purchaser or transferee of the Real Property, the Building or any portion thereof and upon such assignment, the Lessor's assignee shall automatically become the Lessor under this Lease, and the Lessor herein stated shall, from and after the effective date of such assignment, be relieved of all further liability under this Lease.
Limited Liability of Lessor. Notwithstanding anything to the contrary herein or in any of the other Operative Documents, Lessee agrees that, except as expressly set forth below, (a) all payments to be made by Lessor in respect of the Participation Agreement and the other Operative Documents shall be made solely from certain payments received pursuant to the Lease and proceeds of the Leased Property and only to the extent that Lessor shall have received sufficient payments from such sources to make payments in respect of the Equity Investment in accordance with Section 18 of the Lease; (b) none of Lessor, each Affiliate of Lessor and each shareholder, partner, officer, director and employee of Lessor and each Affiliate of Lessor (collectively, the “Lessor Related Parties”) shall have any personal liability to Lessee or any other Person or any successor or assign of any of the foregoing persons for any claim or obligation based on or in respect of any of the Operative Documents or arising in any way from the transactions contemplated by the other Operative Documents, and (c) no such party shall have any recourse to Lessor or any Lessor Related Party, except that this provision will not excuse or limit the personal liability of Lessor or any Lessor Related Party with respect to (i) Lessor’s Liens claimed by, through or under Lessor or such Lessor Related Party, and (ii) its gross negligence or willful misconduct; provided, however, that nothing in this Section 8.10 shall prevent recourse by Lessee to all estate, right, title and interest of Lessor in and to the Leased Property with respect to breaches by Lessor of its express obligations in the Lease.
Limited Liability of Lessor. It is expressly agreed and understood that all representations, warranties and undertakings of the Lessor hereunder shall be binding upon the Lessor only in its capacity as Owner Trustee under the Trust Agreement and the institutions or Persons acting as the Lessor shall not be liable hereunder to their individual capacity for any breach thereof, except for their gross negligence or willful misconduct or for breach of its covenants, representations and warranties contained herein, to the extent expressly covenanted or made in their individual capacity. Except as provided in the previous sentence as relates solely to the liability of the institutions or Persons acting as the Lessor for its own gross negligence or willful misconduct, any claims based on or in respect of any liability of the Lessor under this Lease shall be enforced only against the Trust Estate and not against any other tangible or intangible assets, properties or funds of (i) Fleet in its individual capacity (ii) any shareholder or beneficiary of Fleet as Owner Trustee or in its individual capacity or any director, officer, employee or agent of Fleet as Owner Trustee or in its individual capacity (or any legal representative, heir, estate, successor or assign of any thereof), (iii) any predecessor or successor partnership or corporation (or other entity) of Fleet in its individual capacity or any of its shareholders or beneficiaries, either directly or through Fleet or its shareholders or any predecessor or successor partnership or corporation of their shareholders, officers, directors, employees or agents (other than entity) or (iv) any other Affiliate of any of the foregoing, or any director, officer, employee or agent of any thereof.
Limited Liability of Lessor. The parties hereto agree that Bank shall have no personal liability whatsoever to Lessee, Guarantor, the Certificate Holders, the Lenders, Administrative Agent or any of their respective successors and assigns for any Claim based on or in respect of this Participation Agreement or any of the other Operative Documents or arising in any way from the Overall Transaction; PROVIDED, HOWEVER, that Bank shall be liable in its individual capacity: (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from the inaccuracy or incorrectness of any representation or warranty made by it in its individual capacity or as Lessor in this Participation Agreement or in any certificate or document delivered pursuant hereto, or from the failure of Bank to perform the covenants and agreements set forth in SECTION 9.1 hereof, whether as to itself or as Lessor, or any other breach by Bank of any of its other covenants or obligations under any of the Operative Documents (regardless of whether such covenants and agreements concern Bank, as such, or Bank acting as Lessor), or (c) for any Tax based on or measured by any fees, commission or compensation received by it for actions contemplated by the Operative Documents.
Limited Liability of Lessor. The parties hereto agree that Lessor shall have no personal liability whatsoever to Lessee, the Participant Interest Parties, Administrative Agent or any of their respective successors and assigns for any Claim based on or in respect of this Transaction Agreement or any of the other Operative Documents or arising in any way from the Overall Transaction; provided, however, that Lessor shall be liable in its individual capacity: (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for liabilities that may result from the inaccuracy or incorrectness of any representation or warranty made by it in this Transaction Agreement or in any certificate or document delivered pursuant hereto, or from the failure of Lessor to perform the covenants and agreements set forth in Section 10.1 hereof or any other breach by Lessor of any of its other covenants or obligations hereunder or under any of the other Lessor Documents, or (c) for any Tax based on or measured by any income, fees, commission or compensation received by it for actions contemplated by the Operative Documents; provided, further, in no event shall Lessor’s liability exceed its interest in the Facility.
Limited Liability of Lessor. The parties hereto agree that Lessor shall have no liability whatsoever to Lessee, the Lenders, Collateral Agent or any of their respective successors and assigns or any other Person for any Claim based on or in respect of this Participation Agreement or any of the other Operative Documents or arising in any way from the Overall Transaction; provided, however, that Lessor shall be liable: (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), provided that a default under or, the failure of Lessor to perform any obligation, covenant or agreement in, any Related Agreement, the CSC Sublease or any Fifth Floor Sublease or otherwise required by Applicable Law, Governmental Action or third parties with respect to the Subject Property, the CSC Sublease or any Fifth Floor Sublease shall not be deemed gross negligence or willful misconduct, (b) any Lessor Lien attributable to it, (c) for liabilities that may result from the inaccuracy or incorrectness of any representation or warranty expressly made by it in Section 8.4 of this Participation Agreement or (d) for the failure of Lessor to perform the covenants and agreements set forth in the Lease and this Participation Agreement.
Limited Liability of Lessor. Lessee agrees to look solely to Lessor and Lessor's assets for the satisfaction of any claim, liability, or judgment obtained against Lessor and arising out of this Lease, and no partner of Lessor, whether general or limited, or his heirs, successors, personal representatives or assigns, shall have any personal liability or responsibility hereunder whatsoever. In the event of a sale of the Premises, or of the property in which they are contained, during the term, and an assumption by the purchaser of the Lessor's obligations hereunder, Lessor shall be immediately and automatically released from further liability under this Lease.
Limited Liability of Lessor. Notwithstanding anything herein --------------------------- to the contrary, each and all of the representations, warranties, undertakings and agreements herein made on the part of Lessor are made and intended not as personal representations, warranties, undertakings and agreements of Investors Asset Holding Corp. or for the purposes or with the intention of binding Investors Asset Holding Corp. personally, but are made and intended for the purpose of binding only the Trust Estate (as defined in the Trust Agreement), and this Lease is executed and delivered by Investors Asset Holding Corp. solely in the exercise of the powers expressly conferred upon Investors Asset Holding Corp. as Owner Trustee under the Trust Agreement; and no personal liability or personal responsibility is assumed by or shall at any time be asserted or enforceable against Investors Asset Holding Corp. on account of any representation, warranty, undertaking or agreement hereunder of Investors Asset Holding Corp. as Lessor (except for its own willful misconduct or gross negligence) either express or implied, all such personal liability, if any, being expressly waived and released by Lessee and by all persons claiming by, through or under Lessee; provided, however, that nothing contained in this Section shall be construed to limit the liability of Investors Asset Holding Corp. in its individual capacity for any breach of any representations, warranties or covenants made by Investors Asset Holding Corp.
