Common use of Non-Recourse Provisions Clause in Contracts

Non-Recourse Provisions. Except as expressly set forth in this Guarantee, notwithstanding the fact that Guarantor is a [entity type], by its acceptance of the benefits of this Guarantee, Buyer acknowledges and agrees that, other than as to Sellers, neither it nor any Buyer Affiliate has any right of recovery against, and no personal liability shall attach to, any of the Guarantor’s or Sellers’ former, current or future directors, officers, employees, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees, or any former, current or future directors, officers, employees, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees of any of the foregoing (collectively, but not including Sellers, each a “Non-Recourse Party”) through Sellers or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any Seller against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to recover from Guarantor under and to the extent provided in this Guarantee and subject to the limitations described herein. Buyer further agrees and acknowledges that, except as set forth in the Interest Purchase Agreement, recourse against Guarantor under and pursuant to the terms of this Guarantee shall be the sole and exclusive remedy of Buyer and its Affiliates against Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Interest Purchase Agreement, this Guarantee or the Contemplated Transactions prior to Closing, including by piercing of the corporate veil or by or through a claim by or on behalf of Sellers. Buyer hereby covenants and agrees that it shall not institute, and it shall cause Equity Residential and its controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Interest Purchase Agreement or the Contemplated Transactions, against the Guarantor or any Non-Recourse Party except for claims against the Guarantor under this Guarantee and any other guarantee entered into by the Guarantor in connection with the Interest Purchase Agreement. Nothing set forth in this Guarantee shall affect or be construed to affect any liability of Sellers to Buyer or shall confer or give or be construed to confer or give to any Person other than Buyer (which for the purposes of this Section 9 shall include any person acting in a representative capacity) any rights or remedies against Sellers or any Non-Recourse Party, including Guarantor, except as expressly set forth herein, or with respect to Sellers, as set forth in the Interest Purchase Agreement.

Non-Recourse Provisions. Except as expressly set forth (a) Subject to the qualifications below in this Guarantee, notwithstanding the fact that Guarantor is a [entity type], by its acceptance of the benefits of this Guarantee, Buyer acknowledges and agrees that, other than as to Sellers, neither it nor any Buyer Affiliate has any right of recovery againstSection 9.1, and no personal the provisions of Sections 9.2, 9.3 and 9.4, below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Security Instrument or the other Loan Documents by any action or proceeding wherein a money judgment shall attach tobe sought against Borrower or the partners or members of Borrower, except that Lender may bring any of the Guarantor’s foreclosure action, action for specific performance, UCC auction or Sellers’ former, current sale (public or future directors, officers, employees, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellersprivate) or assigneesany other appropriate action or proceeding to enable Lender to enforce and realize upon Lender’s interest under the Note, this Agreement, the Security Instrument and the other Loan Documents, or in the Property or any formerportion thereof, current the Rents or future directorsany other collateral given to Lender pursuant to the Loan Documents and to exercise Lender’s rights and remedies under the Guaranty of Recourse Obligations and under the Environmental Indemnity to the full extent provided therein without in any way being restricted, officers, employees, controlling persons, agents, general limited or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees of any of the foregoing (collectively, but not including Sellers, each a “Non-Recourse Party”) through Sellers or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any Seller against any Non-Recourse Party, by the enforcement of any assessment or impaired by any legal provision or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to recover from Guarantor under and to the extent provided term contained in this Guarantee and subject to the limitations described herein. Buyer further agrees and acknowledges Article IX; provided, however, that, except as set forth specifically provided in Sections 9.2 and 9.3, below, any judgment in any such action or proceeding shall be enforceable against Borrower and/or Borrower’s members and/or partners only to the extent of Borrower’s and/or Borrower’s partners’ and/or members’ interest in the Interest Purchase Property or any portion thereof, in the Rents and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, recourse against Guarantor under and pursuant to the terms of this Guarantee shall be the sole and exclusive remedy of Buyer and its Affiliates against Guarantor Security Instrument and the Non-Recourse Parties in respect other Loan Documents, agrees, unless deemed necessary by Lender to preserve potential liability of any liabilities Person for a Recourse Event, that Lender shall not xxx for, seek or obligations arising under, demand any deficiency judgment against Borrower or any other Person in connection with, the Interest Purchase Agreement, this Guarantee any such action or the Contemplated Transactions prior to Closing, including by piercing of the corporate veil proceeding under or by reason of or through a claim by under or on behalf of Sellers. Buyer hereby covenants and agrees that it shall not institute, and it shall cause Equity Residential and its controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Interest Purchase Agreement or the Contemplated Transactions, against the Guarantor or any Non-Recourse Party except for claims against the Guarantor under this Guarantee and any other guarantee entered into by the Guarantor in connection with the Interest Purchase Note, this Agreement. Nothing , the Security Instrument or the other Loan Documents. (b) The provisions of this Article IX shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (ii) impair the right of Lender to name the Borrower or any other Person as a party defendant in any action or suit for foreclosure and sale under the Security Instrument provided no money judgment is sought against them (except as otherwise provided in this Article IX); (iii) affect the validity or enforceability of any guaranty, including without limitation, the Guaranty of Recourse Obligations or the Environmental Indemnity each of which was executed and delivered in connection with the Loan or any of the rights and remedies of Lender thereunder; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the Assignments of Leases; (vi) prevent the Lender from seeking and obtaining a deficiency judgment against Borrower or any other Person potentially liable therefor or taking any other action or seeking and obtaining any other judgment or remedy against Borrower or any other Person in order to (A) fully realize on the security granted by the Security Instrument or any other Loan Document or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Property or any portion thereof, or (B) preserve Lender’s claims or causes of action or right to proceed under or recover the full amounts guaranteed under the Guaranty of Recourse Obligations; (vii) prohibit Lender from taking any action to perfect the Liens and security interests granted or created under or pursuant to the Loan Documents in the Property or other collateral; or (viii) prohibit Lender from taking any action (including seeking a money judgment) to enforce the personal liability of Borrower or any other Person to the extent set forth in this Guarantee shall affect or be construed to affect any liability of Sellers to Buyer or shall confer or give or be construed to confer or give to any Person other than Buyer (which for the purposes of this Section 9 shall include any person acting in a representative capacity) any rights or remedies against Sellers or any Non-Recourse PartySections 9.2, including Guarantor, except as expressly set forth herein, or with respect to Sellers, as set forth in the Interest Purchase Agreement9.3 and 9.

Non-Recourse Provisions. Except as expressly set forth in this GuaranteeAssumption Agreement, notwithstanding the fact that Guarantor Barclays Bank is a [entity type]public limited company, by its acceptance of the benefits of this GuaranteeAssumption Agreement, Buyer acknowledges and agrees that, in connection with the Interest Purchase Agreement, this Assumption Agreement and the Contemplated Transactions, other than as to Sellers, neither it nor any Buyer Affiliate has any right of recovery against, and no personal liability shall attach to, any of the GuarantorBarclays Bank’s or Sellers’ former, current or future directors, officers, employees, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees, or any former, current or future directors, officers, employees, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees of any of the foregoing (collectively, but not including Sellers, each a “Non-Recourse Party”) through Sellers or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any Seller against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to recover from Guarantor Barclays Bank under and to the extent provided in this Guarantee Assumption Agreement and subject to the limitations described herein. Buyer further agrees and acknowledges that, except as set forth in the Interest Purchase Agreement, recourse against Guarantor Barclays Bank under and pursuant to the terms of this Guarantee Assumption Agreement shall be the sole and exclusive remedy of Buyer and its Affiliates against Guarantor Barclays Bank and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Interest Purchase Agreement, this Guarantee Assumption Agreement or the Contemplated Transactions prior to Closing, including by piercing of the corporate veil or by or through a claim by or on behalf of Sellers. Buyer hereby covenants and EXHIBIT C - INTEREST PURCHASE AGREEMENT agrees that it shall not institute, and it shall cause Equity Residential and its controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Interest Purchase Agreement or the Contemplated Transactions, against the Guarantor Barclays Bank or any Non-Recourse Party except for claims against the Guarantor Barclays Bank under this Guarantee Assumption Agreement and any other guarantee Assumption Agreement entered into by the Guarantor Barclays Bank in connection with the Interest Purchase Agreement. Nothing set forth in this Guarantee Assumption Agreement shall affect or be construed to affect any liability of Sellers to Buyer or shall confer or give or be construed to confer or give to any Person other than Buyer (which for the purposes of this Section 9 shall include any person acting in a representative capacity) any rights or remedies against Sellers or any Non-Recourse Party, including GuarantorBarclays Bank, except as expressly set forth herein, or with respect to Sellers, as set forth in the Interest Purchase Agreement. In no event shall the execution and delivery of this Assumption Agreement or the Interest Purchase Agreement be deemed to be an agreement by Barclays Bank to be liable for any obligations arising pursuant to such adversary proceeding.

Non-Recourse Provisions. Except as expressly set forth Subject to the qualifications below, Mortgagee shall not enforce the liability and obligation of Mortgagor to perform and observe the obligations contained in this GuaranteeMortgage, notwithstanding the fact Note or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Mortgagor, except that Guarantor is Mortgagee may bring a [entity type]foreclosure action, by its acceptance of the benefits of this Guarantee, Buyer acknowledges and agrees that, other than as to Sellers, neither it nor any Buyer Affiliate has any right of recovery against, and no personal liability shall attach to, any of the Guarantor’s or Sellers’ former, current or future directors, officers, employees, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees, an action for specific performance or any formerother appropriate action or proceeding to enable Mortgagee to enforce and realize upon its interests under the Note, current this Mortgage or future directorsthe other Loan Documents or in the Mortgaged Property, officersthe Rents or any other collateral given to Mortgagee pursuant to this Mortgage and the other Loan Documents; provided, employeeshowever, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees of any of the foregoing (collectively, but not including Sellers, each a “Non-Recourse Party”) through Sellers or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any Seller against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to recover from Guarantor under and to the extent provided in this Guarantee and subject to the limitations described herein. Buyer further agrees and acknowledges that, except as set forth specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Mortgagor only to the extent of Mortgagor's interest in the Interest Purchase AgreementMortgaged Property, recourse against Guarantor under in the Rents and pursuant in any other collateral given to Mortgagee, and Mortgagee, by accepting this Mortgage, the terms of this Guarantee shall be the sole and exclusive remedy of Buyer and its Affiliates against Guarantor Note and the Non-Recourse Parties in respect of any liabilities or obligations arising underother Loan Documents, or in connection with, the Interest Purchase Agreement, this Guarantee or the Contemplated Transactions prior to Closing, including by piercing of the corporate veil or by or through a claim by or on behalf of Sellers. Buyer hereby covenants and agrees that it shall not institutesxx for, and it shall cause Equity Residential and its controlled Affiliates not to instituteseek or demand any deficiency judgment against Mortgagor, in any proceeding such action or bring any other claim arising underproceeding, under or by reason of or in connection withwith this Mortgage, the Interest Purchase Agreement Note or the Contemplated Transactionsother Loan Documents. The provisions of this paragraph shall not, against however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by this Mortgage, the Guarantor Note or the other Loan Documents; (ii) impair the right of Mortgagee to name Mortgagor as a party defendant in any action or suit for foreclosure and sale under this Mortgage; (iii) affect the validity or enforceability of any guaranty made in connection with the Loan or any Non-Recourse Party except for claims against of the Guarantor under this Guarantee rights and remedies of the Mortgagee thereunder; (iv) impair the right of Mortgagee to obtain the appointment of a receiver; (v) impair the enforcement of the Assignment of Leases and Rents or the Environmental Indemnity executed in connection herewith; or (vi) constitute a waiver of the right of Mortgagee to enforce the liability and obligation of Mortgagor, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other guarantee entered into obligation incurred by Mortgagee (including attorneys' fees and costs reasonably incurred) arising out of or in connection with the following: (a) fraud or intentional misrepresentation by Mortgagor or any Guarantor in connection with the Interest Purchase Agreement. Nothing set forth Loan: (b) the gross negligence or willful misconduct of Mortgagor; (c) physical waste of the Mortgaged Property; (d) the breach of any provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Mortgagor to Mortgagee or in this Guarantee shall affect Mortgage concerning Environmental Laws, Hazardous Substances and Asbestos and any indemnification of Mortgagee with respect thereto in either document; (e) the removal or be construed disposal of any portion of the Mortgaged Property after an Event of Default; (f) the misapplication or conversion by Mortgagor of (i) any insurance proceeds paid by reason of any loss, damage or destruction to affect the Mortgaged Property, (ii) any awards or other amounts received in connection with the condemnation of all or a portion of the Mortgaged Property, or (iii) any Rents following an Event of Default; (g) costs incurred by Mortgagee (including reasonable attorneys' fees) in the collection or enforcement of the Debt, the protection or foreclosure of the security therefor, or the enforcement of the Loan Documents; (h) failure to pay taxes (provided that the liability of Sellers to Buyer or Mortgagor shall confer or give or be construed to confer or give to only for amounts in excess of the amount held by Mortgagee in escrow for the payment of taxes, computed without taking into consideration any Person portion of any such escrow that Mortgagee may have applied in satisfaction of any portion of the Debt other than Buyer those taxes), assessments, charges for labor or materials or other charges that can create liens on any portion of the Mortgaged Property; and (which for the purposes of this Section 9 shall include any person acting in a representative capacityi) any rights or remedies against Sellers or any Non-Recourse Party, including Guarantor, except as expressly set forth herein, or security deposits collected with respect to Sellersthe Mortgaged Property which are not delivered to Mortgagee upon a foreclosure of the Mortgaged Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof. Notwithstanding anything to the contrary in any of the Loan Documents, (i) Mortgagee shall not be deemed to have waived any right which Mortgagee may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by this Mortgage or to require that all collateral shall continue to secure all of the Debt owing to Mortgagee in accordance with the Loan Documents, and (ii) the Debt shall be fully recourse to Mortgagor, and Mortgagor shall be liable for all damages, (including but not limited to attorneys' fees and expenses reasonably incurred) arising, in the event that: (i) the first full monthly payment of principal and interest under the Note is not paid when due; (ii) Mortgagor tails to permit on-site inspections of the Mortgaged Property, tails to provide financial information (if unremedied as permitted in paragraph 22[m] of this Mortgage), or fails to maintain its status as a single purpose entity, each as required by, and in accordance with the terms of, this Mortgage; (iii) Mortgagor fails to obtain Mortgagee's prior written consent to any subordinate financing or other voluntary lien encumbering the Mortgaged Property; or (iv) Mortgagor fails to obtain Mortgagee's prior written consent to any Transfer (as defined in this Mortgage), as set forth in the Interest Purchase Agreementrequired by this Mortgage.