Common use of No Personal Liability of Seller’s Directors and Employees Clause in Contracts

No Personal Liability of Seller’s Directors and Employees. Except as expressly set forth in (i) Section 11.1 with respect to W2007 Equity Inns Senior Mezz, LLC, W2007 Equity Inns Partnership, L.P., and W2007 Equity Inns Trust or (ii) the Purchaser Holdco Operating Agreement, no direct or indirect principals, directors, officers, employees, shareholders, partners, members, trustees, agents, beneficiaries, representatives or advisors of any of the Sellers or any affiliate of any Seller shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets (and the proceeds thereof, including their respective interests in Purchaser Holdco) for the payment of any claim or for any performance hereunder, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any partner or member in a Seller (or in any other shareholder, beneficiary, partner or member of a Seller), nor any obligation of any partner or member in a Seller (or in any other shareholder, beneficiary, partner or member of a Seller) to restore a negative capital account or to contribute capital to a Seller (or to any other shareholder, beneficiary, partner or member of a Seller), shall at any time be deemed to be the property or an asset of a Seller or any such other shareholder, beneficiary, partner or member (and neither Purchaser 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 a partner’s or member’s obligations to restore or contribute). The provisions of this Section 11.2 shall survive the Closing or any termination of this Agreement.

No Personal Liability of Seller’s Directors and Employees. Except as expressly set forth No member or constituent partner in (i) Section 11.1 with respect to W2007 Equity Inns Senior Mezzor agent of Seller, LLCnor any member, W2007 Equity Inns Partnershippartner, L.P.advisor, and W2007 Equity Inns Trust trustee, director, officer, employee, beneficiary, shareholder, participant, representative or (ii) the Purchaser Holdco Operating Agreement, no direct or indirect principals, directors, officers, employees, shareholders, partners, members, trustees, agents, beneficiaries, representatives or advisors agent of any of the Sellers entity that is or any affiliate of any becomes a member or constituent partner in Seller (including, but not limited to, ERP Operating Limited Partnership and Equity Residential) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ Seller’s assets (and the proceeds thereof, including their respective interests in Purchaser Holdco) for the payment of any claim or for any performance hereunderperformance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any member or constituent partner or member in a Seller (or in any other shareholder, beneficiary, member or constituent partner or member of a Seller), nor any obligation of any member or constituent partner or member in a Seller (or in any other shareholder, beneficiary, member or constituent partner or member of a Seller) to restore a negative capital account or to contribute capital to a Seller (or to any other shareholder, beneficiary, member or constituent partner or member of a Seller), shall at any time be deemed to be the property or an asset of a Seller or any such other shareholder, beneficiary, member or constituent partner or member (and neither Purchaser 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 a partnermember’s or membera partner’s obligations to restore or contribute). The provisions of this Section 11.2 12.2 shall survive the Closing or any termination of this Agreement. 13.

No Personal Liability of Seller’s Directors and Employees. Except as expressly set forth No constituent partner in (i) Section 11.1 with respect to W2007 Equity Inns Senior Mezzor agent of Seller, LLCnor any advisor, W2007 Equity Inns Partnershiptrustee, L.P.director, and W2007 Equity Inns Trust officer, employee, beneficiary, shareholder, participant, representative or (ii) the Purchaser Holdco Operating Agreement, no direct or indirect principals, directors, officers, employees, shareholders, partners, members, trustees, agents, beneficiaries, representatives or advisors agent of any of the Sellers corporation or any affiliate of any trust that is or becomes a constituent partner in Seller (including, but not limited to, Equity Residential) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ ' assets (and the proceeds thereof, including their respective interests in Purchaser Holdco) for the payment of any claim or for any performance hereunderperformance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent partner or member in a Seller (or in any other shareholder, beneficiary, constituent partner or member of a Seller), nor any obligation of any constituent partner or member in a Seller (or in any other shareholder, beneficiary, constituent partner or member of a Seller) to restore a negative capital account or to contribute capital to a Seller (or to any other shareholder, beneficiary, constituent partner or member of a Seller), shall at any time be deemed to be the property or an asset of a Seller or any such other shareholder, beneficiary, constituent partner or member (and neither Purchaser 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 a partner’s or member’s 's obligations to restore or contribute). The provisions of this Section 11.2 12.2 shall survive the Closing or any termination of this Agreement.

No Personal Liability of Seller’s Directors and Employees. Except as expressly set forth No member or constituent partner in (i) Section 11.1 with respect to W2007 Equity Inns Senior Mezzor agent of Seller, LLCnor any member, W2007 Equity Inns Partnershippartner, L.P.advisor, and W2007 Equity Inns Trust trustee, director, officer, employee, beneficiary, shareholder, participant, representative or (ii) the Purchaser Holdco Operating Agreement, no direct or indirect principals, directors, officers, employees, shareholders, partners, members, trustees, agents, beneficiaries, representatives or advisors agent of any of the Sellers entity that is or any affiliate of any becomes a member or constituent partner in Seller (including, but not limited to, ERP Operating Limited Partnership and Equity Residential) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ Seller’s assets (and the proceeds thereof, including their respective interests in Purchaser Holdco) for the payment of any claim or for any performance hereunderperformance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any member or constituent partner or member in a Seller (or in any other shareholder, beneficiary, member or constituent partner or member of a Seller), nor any obligation of any member or constituent partner or member in a Seller (or in any other shareholder, beneficiary, member or constituent partner or member of a Seller) to restore a negative capital account or to contribute capital to a Seller (or to any other shareholder, beneficiary, member or constituent partner or member of a Seller), shall at any time be deemed to be the property or an asset of a Seller or any such other shareholder, beneficiary, member or constituent partner or member (and neither Purchaser 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 a partnermember’s or membera partner’s obligations to restore or contribute). The provisions of this Section 11.2 12.2 shall survive the Closing or any termination of this Agreement.