Non-Imputation Clause Samples

Non-Imputation. Purchaser hereby acknowledges that the obligations of Seller hereunder are those solely of Seller and not of its officers, directors, shareholders, members, managers, agents or employees (collectively the “Seller’s Affiliates”). Purchaser shall have no right to seek damages from, or allege a cause of action against, the Seller’s Affiliates. Purchaser hereby agrees that its sole recourse for any actions, claims, liabilities, damages and demands of every nature whatsoever, whether known or unknown, arising out of any matter in connection with this Agreement or the transactions contemplated hereby, to the extent specifically provided for in this Agreement, shall be to Seller’s interest in the Interests and the net proceeds thereof and Purchaser specifically agrees that neither the Seller nor the Seller’s Affiliates shall be personally liable for any judgment or the payment of any monetary obligations to Purchaser. The provisions of this Section 10.15 shall survive the Closing, or if the purchase and sale is not consummated, any cancellation or termination of this Agreement.

Non-Imputation. (a) This policy shall operate severally in relation to each director. (b) In determining whether the insurer is entitled to avoid a director’s interest in this policy or reject a director’s claim for an indemnity under this policy, the insurer shall only take into account the proposal and the statements made by, or the knowledge possessed by, or the acts, omissions or conduct of that particular director. (c) In determining whether the insurer is entitled to avoid or rescind the company’s interest in this policy where cover is available to it, then the proposal and the statements made by, or the knowledge possessed by, or the acts, omissions or conduct on the part of, any two out of the company’s chairman of the board, managing director, finance director, chief legal officer or their equivalents shall be deemed to be imputed or attributable to the company.

Non-Imputation. To the Actual Knowledge of Contributee, none of the Contributee Property Owners has any knowledge of a defect in title that would allow the title insurance company insuring any Contributee Property as of the Closing Date to deny coverage of such defect based on knowledge of the insured.

Non-Imputation. To the Actual Knowledge of Contributor, none of the Saracen Persons has any Actual Knowledge of a defect in title that would allow the Title Insurers insuring any Contributor Property as of the Closing Date to deny coverage of such defect based on knowledge of the insured.

Non-Imputation. Solely with respect to those Individual Properties located in States for which mezzanine endorsements to owner’s title insurance policies are not available, Borrower has no knowledge of any fact, circumstance, information, state of facts, defect, lien, encumbrance, adverse claim or other matter that has not been disclosed to the Title Company in writing by Borrower on or before the date hereof, except any such fact, circumstance, information, state of facts, defect, lien, encumbrance, adverse claim or other matter with respect to the Individual Properties that is either (A) disclosed by the public records of the county in which such Individual Property is located or (B) otherwise known to the Title Company.

Non-Imputation. As of the Closing Date, none of the Subsidiaries has any knowledge of a defect in title that would allow the title insurance company insuring any Property as of the Closing to deny coverage of such defect based on knowledge of the insured. SCHEDULE 3.2(a)(vi) Approved Leases and Lease Documentation NONE SCHEDULE 5.1 Capital Accounts, Capital Contributions, Membership Units and Series A Preferred Membership Units SCHEDULE 7.1 Calculations of the Preferred Distribution Amount Under the terms of the Series A Convertible Preferred Units ("Preferred Units"), the Preferred Holders are entitled to a distribution equal to the greater of (A) 6% or (B) the distribution to the Preferred Holders assuming a full conversion of the Preferred Units. A 6% distribution equates to $1.50 per Preferred Unit. The 760,000 Preferred Units outstanding, with a value of $19,000,000, are convertible at 1.34 Membership Units per Preferred Unit, or convertible into a total of 1,018,400 Membership Units.

Non-Imputation. Under no circumstance shall Landlord be deemed to have acted negligently, recklessly or willfully merely by Landlord’s ownership of the Premises, and in no event shall any occurrence relating to the Premises, whether negligent or willful, be imputed to Landlord by reason of Landlord’s interest in the Premises, it being understood that all obligations with respect to the Premises are the responsibility of Tenant under this Lease. In order to have acted negligently, recklessly or willfully, ▇▇▇▇▇▇▇▇ must have committed an affirmative act.

Non-Imputation. At Closing, Manager shall execute and deliver an affidavit in the form of Schedule 8 attached hereto and made a part hereof and such other reasonable documentation required by the Title Company to issue a non-imputation endorsement to the Title Policy to be issued to Buyer at Closing (“Non-Imputation Documents”).

Non-Imputation. Solely with respect to the Individual Properties located in Florida and Texas, Borrower has no knowledge of any fact, circumstance, information, state of facts, defect, lien, encumbrance, adverse claim or other matter that has not been disclosed to the Title Company in writing by Borrower on or before the date hereof, except any such fact, circumstance, information, state of facts, defect, lien, encumbrance, adverse claim or other matter with respect to the Individual Properties located in Florida and Texas that is either (A) disclosed by the public records of the county in which such Individual Property is located or (B) otherwise known to the Title Company.