Nonrecourse Provisions Sample Clauses

Nonrecourse Provisions. Notwithstanding any term or provisions contained herein to the contrary, this Nonrecourse Promissory Note and Stock Pledge Agreements is, as to payment of any principal or interest hereunder, a nonrecourse obligation for which Maker is not personally liable to Holder if Maker defaults hereunder. Holder's sold recourse hereunder upon an Event of Default (as defined below) is to foreclose upon the Collateral (as defined below) pledged hereunder in full satisfaction and accord of the indebtedness of Maker to Holder hereunder. The terms and provisions of this Section 2.0 shall apply regardless of the fair market value of the Collateral at the time of the Event of Default.
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Nonrecourse Provisions. Except in the case of fraud or other willful misconduct by any Trust Person, (a) Purchasers agree that, notwithstanding anything to the contrary in this Purchase Agreement or any other Transaction Document or under any applicable rule of law or equity, (i) the sole recourse of Purchasers under the Transaction Documents or otherwise with respect to the matters contemplated hereby or thereby shall be limited to the Seller and its assets and (ii) the Seller's obligations and liabilities under all Transaction Documents and otherwise in connection with the transactions contemplated therein shall be Nonrecourse to the Trustees and the beneficiaries, employees, advisors and agents of the Seller (collectively, "Trust Persons").
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Nonrecourse Provisions. Notwithstanding anything to the contrary, the obligations of the Borrower pursuant to this Financing Agreement shall not be secured by or create a lien or charge on in any manner the property of the Borrower or its partners, including the Project or the rents, issues and profits thereof, and except with respect to Sections 4.02 and
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Nonrecourse Provisions. If default occurs in the timely and proper payment of all or any portion of the Debt, or in the timely performance of any such covenants, any judicial proceedings brought by Payee against Maker shall be limited to the enforcement of the conversion to Shares pursuant to Section 4, and no attachment, execution or other writ or process shall be sought, issued or levied upon any assets, properties or funds of Maker.
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Nonrecourse Provisions. Notwithstanding any provisions to the contrary contained elsewhere in this Loan Agreement, in the Indenture, the Loan Documents, or in any other document related to, evidencing or securing the indebtedness identified herein, the Loan Payments and any and all other monetary obligations hereunder shall (except as otherwise provided in this Section 4.6) be payable solely from general assets of the Borrower, the Project Revenues and the Mortgaged Property, but not from any other assets of the or the assets of any member, shareholder, officer or director of the Borrower, or from the assets of any officer, director or shareholder of a member of the Borrower (no member of the Borrower shall be required to contribute capital to the Borrower to satisfy the aforesaid indebtedness or perform the aforesaid obligations and any right of the Borrower or any party to require or receive by contract or by law such capital contributions shall not be deemed an asset of the Borrower), it being understood and agreed that, in any action commenced to enforce the obligations of the Borrower created or arising hereunder, including, but not limited to, any action for specific performance, performance of an indemnity, breach of warranty or misrepresentation or for monetary damages or for the performance of any obligation whatsoever, any judgment obtained shall not be enforceable personally against any member, shareholder, officer or director of the Borrower or against any assets of any member, shareholder, officer or director of such member, nor shall any such judgment be enforceable indirectly against such person or entity as a result of his or its being a member of Borrower, except for their interest in the Project and except as set forth below. Nothing herein contained shall be construed to: (i) be a release or impairment of the indebtedness evidenced or secured by the Series 2012 Bonds or the other Loan Documents; (ii) prevent the Trustee from exercising and enforcing, consistent with the above limitations on liability contained in the first paragraph of this Section, any right, power or remedy allowed at law or in equity (including without limitation the enforcement of any covenant or provision of the Series 2012 Bonds or the other Loan Documents); (iii) prevent the Trustee from enforcing any separate undertaking, guaranty or indemnity or from exercising any other available right, power or remedy against the Borrower or any guarantor, surety, indemnitor or other obligor (other t...
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Nonrecourse Provisions. (a) Holdings agrees that, notwithstanding to the contrary in this Agreement (including, without limitation, Article 8) or any agreement, instrument or certificate of the Trust delivered pursuant to this Agreement (each a "Transaction Document") or under any applicable rule of law or equity, (i) the sole recourse of Holdings under the Transaction Documents or otherwise with respect to the matters contemplated hereby or thereby shall be limited to the Trust and its assets and (ii) the Trust's obligations and liabilities under all Transaction Documents and otherwise in connection with the transactions contemplated therein shall be Nonrecourse to the Trustees and the beneficiaries, employees, advisors and agents of the Trust (collectively, "Trust Persons").
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Nonrecourse Provisions. Borrower's obligations under this Mortgage are subject to certain nonrecourse provisions set forth in the Note, which provisions are incorporated in this Mortgage by reference. Dated September 30, 1998. BORROWER: DECADE COMPANIES INCOME PROPERTIES, A LIMITED PARTNERSHIP By:Decade Companies, a Wisconsin general partnership, General Partner By: /s/ Jxxxxxx Xxxxxxxxxx Jxxxxxx Xxxxxxxxxx, General Partner By: Decade 80, Inc., a Wisconsin Corporation, General Partner By: /s/ Jxxxxxx Xxxxxxxxxx Jxxxxxx Xxxxxxxxxx, President ACKNOWLEDGMENT STATE OF WISCONSIN ss COUNTY OF MILWAUKEE This instrument was acknowledged before me September 30, 1998 by Jxxxxxx Xxxxxxxxxx, as a General Partner of Decade Companies, a Wisconsin general partnership and as President of Decade 80, Inc. as the other General Partner of Decade Companies, the sole general partner of Decade Companies Income Properties, a Limited Partnership, on behalf of such limited partnership. /s/ Jxxx X. Xxxxxxx Jxxx X. Xxxxxxx Notary Public, State of Wisconsin My commission expires: 7-1-2001 Drafted by Dxxxxxx X. Xxxxxx Mxxxxxx & Zxxxxxxxx, S.C. Suite 900 000 Xxxxx Xxxxxxx Xxxxxx Milwaukee, Wisconsin 53202 Attachments: Exhibit A - Legal Description Exhibit B - Permitted Encumbrances Exhibit C - Personal Property EXHIBIT A LEGAL DESCRIPTION PARCEL A: Lot One (1) of Certified Survey Map No. 2982 recorded in the Dane County Register of Deeds Office in Volume 11 of Certified Survey Maps, page 399, as Document No. 1593404, in the City of Madison, Dane County, Wisconsin.
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Nonrecourse Provisions. (a) Except as provided in Section 5.11(b) hereof and except as otherwise provided in the Mortgage, in any action or proceeding brought on any instrument evidencing any indebtedness to the Issuer or the Trustee no deficiency or other money judgment shall be enforced against the Borrower personally, or any successor or assign of the Borrower, and any judgment obtained shall, subject in all respects to the limitations of the Regulatory Agreement, be enforced only against the property of the Borrower, and the rents, issues and profits thereof, and any other security for the indebtedness evidenced hereby, and not against the Borrower, or any successor or assign of the Borrower. It is understood and agreed that nothing herein shall be construed in any way to limit or restrict any of the Reserved Rights of the Issuer or any of the rights and remedies of the Issuer in any proceeding or other enforcement for the payment of any indebtedness, subject only to the aforesaid limitation upon enforcement of any judgment against the Borrower, and any successor or assign of the Borrower, subject in all respects to the limitations of the Regulatory Agreement. (b) Notwithstanding anything to the contrary contained in subsection (a) of this Section 5.11, the obligations of the Borrower pursuant to Section 4.3 (a) through (g) and Section 5.9 shall be recourse to the Borrower.
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Nonrecourse Provisions. In no event shall Landlord (or any of the officers, trustees. directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives, and the like, disclosed or undisclosed, thereof) ever be personally liable for any obligations of Landlord under this Sublease. Notwithstanding anything to the contrary set forth herein, Landlord (but not any officer, trustee, director, partner, beneficiary, joint venturer, member, stockholder or other principal or representative, and the like, disclosed or undisclosed, thereof) shall be liable for up to $100.000.00 ("Recourse Amount") of any final, unappealable (or unappealed) judgment against Landlord in favor of Tenant resulting from the termination of this Sublease due solely to Landlord's default under the Lease. The Recourse Amount shall be decreased by $20,000 on January 1 of each calendar year during the Term of this Sublease.
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Related to Nonrecourse Provisions

  • Nonrecourse Liabilities For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.

  • Partner Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Excess Nonrecourse Liabilities Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Section 1.752-3(a)(3) of the Regulations, the Members’ interests in the Company’s Profits are in proportion to their LLC Percentages.

  • Minimum Gain Chargeback (Nonrecourse Liabilities) Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2 (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

  • Member Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • Chargeback of Partner Nonrecourse Debt Minimum Gain Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Nonrecourse Deductions and Partner Nonrecourse Deductions Any Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holders in accordance with their respective Percentage Interests. Any Partner Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holder(s) who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i).

  • Nonrecourse Except as otherwise set forth in this Paragraph, Xxxxxx's recourse under this Note, the Guaranty, the Deed of Trust and the other Loan Documents shall be limited to the Property and the proceeds thereof, the rents and all other income arising therefrom during and after the month in which an Event of Default has occurred, the other assets of Guarantor arising out of the Property which are given as collateral for the Guaranty, and any other collateral given in writing to Holder as security for repayment of the Guaranty or this Note (all of the foregoing are collectively referred to as the "Loan Collateral"). Notwithstanding the preceding sentence: (a) Holder may, in accordance with the terms of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents: (i) foreclose the lien of the Deed of Trust; (ii) take appropriate action to enforce the Deed of Trust, the Guaranty, this Note and any of the other Loan Documents to realize upon and/or protect the Loan Collateral; (iii) name Maker or Guarantor as a party defendant in any action brought under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents so long as the exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its rights and remedies against any guarantor or surety or master tenant whether or not a partner, member or other owner of Maker or Guarantor; and (v) pursue all of its rights and remedies against the indemnitors under that certain Environmental Indemnity Agreement of even date herewith related to the Property; (b) Holder may seek damages or other monetary relief, to the extent of actual monetary loss, or any other remedy at law or in equity against Maker or Guarantor, and the indemnitors/guarantors, if any, under any nonrecourse exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i) the failure of Maker or Guarantor to pay to Holder, upon demand, all rents, issues and profits of the Property to which Holder is entitled pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents following an Event of Default; (ii) any waste of the Property or any willful act or omission by Maker or Guarantor that damages or materially reduces the value of the Property; (iii) the distribution of rents, issues and profits from the Property prior to the payment of operating expenses or the provision for reserves, if any, to be made pursuant to this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents prior to any other expenditure or distribution by Maker or Guarantor; (iv) the failure to account for and to turn over security deposits (and interest required by law or agreement to be paid thereon) or prepaid rents following the occurrence of an Event of Default; (v) the failure to timely pay all real estate taxes or any regular or special assessments affecting the Property; (vi) the failure to account for and to turn over real estate tax accruals following the occurrence of an Event of Default; (vii) the failure to maintain casualty and liability insurance as required hereunder or under the other Loan Documents or to apply insurance proceeds or condemnation awards relating to the Property or other collateral in the manner required under applicable provisions of the Deed of Trust or other Loan Documents; (viii) any modification, termination or cancellation of any lease of all or any portion of the Property without Holder's prior written consent, if and to the extent such consent is required under the Loan Documents and if and to the extent such modification, termination or cancellation has a material adverse effect on the value of the Property; (ix) a default by Guarantor under any lease of all or any portion of the Property; or (x) costs and expenses, including, without limitation, attorney's fees and transfer taxes, incurred by Holder in connection with the enforcement of this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents or in connection with a deed-in-lieu of foreclosure if the Event of Default giving rise to the enforcement action is one described in subsections (b) or (c) as an exception to the nonrecourse provisions, or if Maker or Guarantor or any principal of either objects to any actions taken by Holder to exercise its remedies under this Note, the Guaranty, the Deed of Trust or any of the other Loan Documents; (xi) Maker, Guarantor or any of their principals commences any lawsuit to enjoin or delay a foreclosure of the Property by Xxxxxx, or raises defenses or counterclaims to a foreclosure action; (xii) Maker or Guarantor applies for the appointment of a receiver, trustee or liquidator for it or for any of its property, or, as a debtor, files a voluntary petition in bankruptcy, or petition or answer seeking reorganization or an arrangement with creditors or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or makes a general assignment for the benefit of creditors; (xiii) or in the event any bankruptcy or reorganization proceedings (voluntary or involuntary), Maker, Guarantor or any principal of either opposes any motion by Holder for relief from the Automatic Stay; and (c) Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitor(s), if any, shall become personally liable for payment of all the indebtedness evidenced by this Note, the Guaranty and performance of all other obligations of Maker and Guarantor under this Note, the Guaranty, the Deed of Trust and the other Loan Documents upon the occurrence of any: (i) fraud or willful misrepresentation of a material fact by Maker, Guarantor, any of their general partners, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Guaranty, the Deed of Trust, or the other Loan Documents or any request for any action or consent by Holder; (ii) a Transfer of any interest in Maker or Guarantor or all or any portion of the Property or any interest therein in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents; or (iii) the incurrence by Maker or Guarantor of any indebtedness in violation of the terms of this Note, the Guaranty, the Deed of Trust or the other Loan Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business in connection with the operation of the Property. In addition, Maker, Guarantor, any of their general partners and the Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses incurred by Holder in connection with the collection of any amounts for which Maker, Guarantor, any of their the general partners, if any, and the Nonrecourse Indemnitors, if any, are personally liable under this Paragraph, including attorneys' and paralegals' fees and expenses, court costs, filing fees and all other costs and expenses incurred in connection therewith.

  • Partner Nonrecourse Deductions Partner Nonrecourse Deductions for any fiscal year or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Regulations).

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