Partner Exculpation. Except for fraud, willful misconduct and gross negligence, no Partner shall have any personal liability whatever, whether to the Partnership or to the other Partner, for the debts or liabilities of the Partnership or its obligations hereunder, and the full recourse of the other Partner shall be limited to the interest of that Partner in the Partnership. To the fullest extent permitted by law, no officer, trustee or shareholder of the General Partner shall be liable to the Partnership for money damages except for (i) active and deliberate dishonesty established by a final judgment or (ii) actual receipt of an improper benefit or profit in money, property or services. Without limitation of the foregoing, and except for fraud, willful misconduct and gross negligence, no property or assets of any Partner, other than its interest in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Partner(s) and arising out of, or in connection with, this Agreement. This Agreement is executed by the officers or General Partner of each Partner solely as officers or partners of the same and not in their own individual capacities. No advisor, trustee, officer, partner, employee, beneficiary, shareholder, participant or agent of any Partner (or of any partner of a Partner) shall be personally liable in any matter or to any extent under or in connection with this Agreement, and the Partnership, each Partner and their respective successors and assigns shall look solely to the interest of the other Partner in the Partnership for the payment of any claim or for any performance hereunder.
Partner Exculpation. Except for fraud, willful misconduct and gross negligence, no Partner shall have any personal liability whatsoever, whether to the Partnership or to any other Partner, for the debts or liabilities of the Partnership or its obligations hereunder, and the full recourse of any Partner shall be limited to the interest of that Partner in the Partnership. To the fullest extent permitted by law, no officer, director or shareholder of the General Partner shall be liable to the Partnership for money damages except for (i) active and deliberate dishonesty established by a final judgment, order or decree of a court of competent jurisdiction or (ii) actual receipt of an improper benefit or profit in money, property or services. Without limitation of the foregoing, and except for fraud, willful misconduct and gross negligence, no property or assets of any Partner, other than its interest in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Partners and arising out of, or in connection with, this Agreement. No advisor, trustee, manager, trust manager, member, director, officer, partner, employee, beneficiary, shareholder, participant or agent of any Partner (or of any partner of a Partner) shall be personally liable in any matter or to any extent under or in connection with this Agreement, and the Partnership, each Partner and their respective successors and assigns shall look solely to the interest of the other Partner in the Partnership for the payment of any claim or for any performance hereunder.
Partner Exculpation. Except as provided in Article 14 and except for fraud, willful misconduct and gross negligence, no property or assets of any Partner, other than its interest in the Partnership shall be subject to levy, execution or other enforcement procedures for satisfaction of judgment (or other judicial process) in connection with the debts or liabilities of the Partnership or in connection with this Agreement. To the fullest extent permitted by law, no officer, director or shareholder of the Partnership shall be liable to the Partnership or any Partner for money damages or recision except for (i) active and deliberate dishonesty established by a final judgment or (ii) actual receipt of an improper benefit or profit in money, property or services. This Agreement is executed by an officer of the General Partner solely as an officer of the same and not in his own individual capacity. Except as provided in Article 14, no advisor, director, participant or agent of any Partner (or of any partner of a Partner) shall be personally liable in any matter or to any extent under or in connection with this Agreement, and the Partnership, each Partner and their respective successors or assigns shall look solely to the interest of the other Partners in the Partnership for the payment of any claim or for any performance hereunder.
Partner Exculpation. 32 9.9 GENERAL PARTNER EXPENSES AND LIABILITIES.........................................................32 ARTICLE X BANKING..................................................................................................32
Partner Exculpation. Notwithstanding anything hereinabove or in any of the other Loan Documents executed by Guarantor to the contrary, no constituent partner, shareholder or member in Guarantor (referred to together with its successors and assigns as “Constituent Partners”) shall have any liability for any of Borrower’s or Guarantor’s indebtedness, representations, warranties, promises or any other matters whatsoever under this Guaranty or any of the other Loan Documents so long as such Constituent Partners are not Guarantor or Borrower.
Partner Exculpation. 35 9.15 General Partner Expenses and Liabilities.....................36 9.16 Title to Partnership Assets..................................37 9.17
Partner Exculpation. (a) Except as provided for in this Agreement and except for fraud or willful misconduct, no Partner shall have any personal liability whatever, whether to the Partnership or to the other Partners, for the debts or liabilities of the Partnership or its obligations hereunder, and the full recourse of the other Partners shall be limited to the interest of those Partners in the Partnership. Without limitation of the foregoing, and except for fraud or willful misconduct, no property or assets of any Partner, other than its interest in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Partners and arising out of, or in connection with, this Agreement. This Agreement is executed by the officers of any Partner solely as officers of the same and not in their own individual capacities. No advisor, trustee, director, officer, partner, employee, beneficiary, shareholder, participant or agent of any Partner (or of any Partner of a Partner) shall be personally liable in any matter or to any extent under or in connection with this Agreement, and the Partnership, each Partner and their respective successors and assigns shall look solely to the interest of the other Partners in the Partnership for the payment of any claim or for any performance hereunder.
(b) Without limitation of the foregoing, the Partners agree that this Agreement and all documents, agreements, understandings and arrangements relating thereto have been executed and entered into by an officer or trustee of the Trust in such officer's or trustee's capacity as an officer or trustee of the Trust, which has been formed as a Maryland Real Estate Investment Trust pursuant to a Declaration of Trust dated as of September 1, 1993, as amended, and not individually, and none of the trustees, officers or shareholders of the Trust shall be bound or have any personal liability hereunder or thereunder. The Partners shall look solely to the assets of the Trust for satisfaction of any liability of the Trust, in respect of this Agreement and all documents, agreements, understandings and arrangements relating thereto and shall not seek recourse or commence any action against any of the trustees, officers or shareholders of the Trust or any of their personal assets for the performance or payment of any obligation hereunder or thereunder.
Partner Exculpation. Except for fraud, willful misconduct and gross negligence, no Partner shall have any personal liability whatsoever, whether to the Partnership or to any other Partner, for the debts or liabilities of the Partnership or its obligations hereunder, and the full recourse of any Partner shall be limited to the interest of that Partner in the Partnership. To the fullest extent permitted by law, no trustee, manager, officer, director or shareholder of the General Partner shall be liable to the Partnership for money damages except for (i) active and deliberate dishonesty established by a final judgment, order or decree of a court of competent jurisdiction or (ii) actual receipt of an improper benefit or profit in money, property or services. Without limitation of the foregoing, and except for fraud, willful misconduct and gross negligence, no property or assets of any Partner, other than its interest in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Partners and arising out of, or in connection with, this Agreement. This Agreement is executed by the trustees, managers, trust managers, members, officers or partners of each Partner solely as trustees, managers, trust managers, members, officers or partners of the same and not in their own individual capacities. No advisor, trustee, manager, trust manager, member, director, officer, partner, employee, beneficiary, shareholder, participant or agent of any Partner (or of any partner of a Partner) shall be personally liable in any matter or to any extent under or in connection with this Agreement, and the Partnership, each Partner and their respective successors and assigns shall look solely to the interest of the other Partner in the Partnership for the payment of any claim or for any performance hereunder.
Partner Exculpation. Exhibit A - Legal Description of Land Exhibit B - Schedule of Tenant Defaults Exhibit C - REA Exhibit D - Permitted Exceptions Exhibit E - Intentionally Deleted Exhibit F - Special Purpose Entity Requirements Exhibit G - Assignment and Assumption Exhibit H - Borrower’s Organizational Chart THIS LOAN AGREEMENT (“Agreement”) is made as of January 8, 2008, by and between TAMPA WESTSHORE ASSOCIATES LIMITED PARTNERSHIP (“Borrower”), EUROHYPO AG, NEW YORK BRANCH, as administrative agent (in such capacity, “Agent”) and Lead Arranger, and each of the undersigned lending institutions, their respective successors and assigns (referred to individually as a “Lender” and collectively as, “Lenders”).
Partner Exculpation. Notwithstanding anything hereinabove or in any of the other Loan Documents executed by Borrower to the contrary, no Person holding any direct and/or indirect interests in Borrower (referred to together with their successors and assigns as “Constituent Partners”) shall have any liability for any of Borrower’s indebtedness, representations, warranties, promises or any other matters whatsoever under this Agreement or any of the other Loan Documents and Lenders expressly waive and release, on behalf of themselves, and their successors and assigns, all right to assert any such liability against, or satisfy any claim or obligation arising thereunder against, any of the Constituent Partners or the assets of the Constituent Partners; provided that (i) this limitation on liability shall not affect or limit Carveout Guarantor’s liability under or enforcement of the Carveout Guaranty or Indemnity or any other obligation undertaken in writing by Carveout Guarantor of a recourse nature, (ii) release any of the Constituent Partners from any personal liability for its or his own fraudulent actions or omissions, (iii) constitute a waiver of any obligation evidenced or secured by, or contained in, the Loan Documents or affect in any way the validity or enforceability of the Loan Documents, or (iv) limit the right of Agent and/or Lenders to proceed against or realize upon all or any part of the Collateral or all or any part of the assets of Borrower (notwithstanding that the Constituent Partners might have an ownership interest in the Collateral and in Borrower, and, thereby, an interest in the assets of Borrower) or to name Borrower or, to the extent that the same is required by applicable law as determined by a court to be necessary parties in connection with an action or suit against Borrower or all or any part of the Collateral, any of the Constituent Partners, as a party defendant in, and to enforce against all or any part of the Collateral/or the assets of Borrower, any judgment obtained hereunder or any of other Loan Documents with respect to any action or suit under the Loan Documents, so long as no judgment shall be taken against the Constituent Partners (except to the extent taking a judgment is required by applicable law or determined by a court to be necessary to preserve Lenders’ rights against Borrower or all or any part of the Collateral, but not otherwise) or shall be enforced against the Constituent Partners, their successors and assigns, or their assets. E...
