RECOURSE; EXCULPATION Clause Samples

RECOURSE; EXCULPATION. The Loan shall be full recourse against Borrower. Notwithstanding any other term or provision of this Agreement to the contrary, Borrower’s liability hereunder and under the Loan Documents is solely that of Borrower, and no personal or direct liability shall at any time be asserted or enforceable against its board of directors, officers, shareholders, employees or agents on account of or arising out of any obligations arising out of or related to this Agreement or any other Loan Document (collectively, the “Non-Recourse Parties”). Neither Lender nor any of its successors, assigns, participants or transferees shall have any recourse to any assets of a Non-Recourse Party.
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RECOURSE; EXCULPATION. (a) Guarantor’s liability hereunder shall be fully recourse and shall not be subject to, limited by or affected in any way by any non-recourse provisions contained in the Development Agreement, the Operating Agreement or any other Transaction Document, but shall be subject to the limitations on remedies and damages contained herein, including, for the avoidance of doubt, the provisions of Section 1(c) hereof. Guarantor hereby acknowledges that it is the intent of PE Member to create separate obligations of Guarantor hereunder which can be enforced against Guarantor without regard to the existence of any other Transaction Document or the rights, liens or security interests created therein. Guarantor agrees that the agreements made and given in this Guaranty are separate from, independent of and in addition to the undertakings under any other guaranty now existing or hereafter made by Guarantor in favor of any other Person with respect to any of the Guaranteed Obligations (“Other Guarantees”). Guarantor agrees that a separate action may be brought to enforce the provisions of this Guaranty which shall in no way be deemed to be an action on any of the Other Guaranties, the Development Agreement, the Operating Agreement or any other Transaction Document. (b) PE Member shall not be required (and Guarantor hereby waives any rights that Guarantor may have to require PE Member), in order to enforce the obligations of Guarantor hereunder, first to (i) institute any suit or exhaust any remedies against any Related/Oxford Party or any other Person liable under the Development Agreement, the Operating Agreement or any other Transaction Documents, (ii) enforce PE Member’s rights against any other guarantors of the Guaranteed Obligations, (iii) enforce PE Member’s rights against any collateral which shall ever have been given to secure the Development Agreement, the Operating Agreement or any other Transaction Document, (iv) join any Related/Oxford Party or any other Person liable for the Guaranteed Obligations in any action seeking to enforce this Guaranty, or (v) resort to any other means of obtaining payment of the Guaranteed Obligations. PE Member shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations. (c) Guarantor shall have no right of recourse against PE Member by reason of any enforcement action that PE Member may take or omit to take under the provisions of this Guaranty or any of the Transac...
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RECOURSE; EXCULPATION. The Loan shall be fully recourse to Borrowers and their respective assets, provided that (a) the Loan shall not be recourse to nor shall any personal liability be asserted, sought or obtained against any partner, member, shareholder, employee, principal, beneficiary, Affiliate, trustee, agent, director or officer of any Borrower (the “Exculpated Parties”) or any of the assets of any such Exculpated Party and (b) none of the Exculpated Parties shall have any personal liability (whether by suit, deficiency, judgment or otherwise) for the Obligations. Nothing in this Article 13 shall limit or impair the operation of any Guaranty or reduce any liability of any Guarantor pursuant to any Guaranty.
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RECOURSE; EXCULPATION. The Loan shall be full recourse against Borrower. Lender acknowledges that the California State Teachers’ Retirement System (“CalSTRS”) is a non-managing member in ResCal Investments, LLC, a Delaware limited liability company (“ResCal”), which is the non-managing member of Borrower. Notwithstanding any other term or provision of this Agreement, CalSTRS liability hereunder and under the Loan Documents is solely that of a member in Rescal and no personal or direct liability shall at any time be asserted or enforceable against CalSTRS or its board of directors, members, employees or agents on account of or arising out of any obligations arising out of or related to this Agreement or any other Loan Document (collectively, the “Non-Recourse Parties”). Neither Lender nor any of its successors, assigns, participants or transferees shall have any recourse to any assets of a Nonrecourse Party.
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Related to RECOURSE; EXCULPATION

  • Exculpation (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Preferred Securities Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Preferred Securities Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's negligence or willful misconduct with respect to such acts or omissions. (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Preferred Securities might properly be paid.

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • EXCULPATION PROVISIONS EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

  • Liability Exculpation and Indemnification 37 Section 10.1. Liability........................................................................... 37 Section 10.2. Exculpation......................................................................... 37 Section 10.3. Indemnification..................................................................... 38 Section 10.4. Expenses ........................................................................... 38