Recourse Limitations. Borrower’s liability in connection with this Agreement, the Note and the other Loan Documents (including Borrower’s liability for all amounts due hereunder or thereunder) is collectible only from the Collateral against which a security interest is created by the Pledge Agreement. In no case will any person who holds a direct or indirect ownership interest in Borrower, or any officer, director, manager, trustee, employee, agent or affiliate of Borrower or any such direct or indirect owner, have any responsibility for Borrower’s obligations in connection with this Agreement, the Note and the other Loan Documents (including Borrower’s liability for any amounts due hereunder or thereunder); provided, however, that nothing in this Section 18(e) limits the liability of any person under a guaranty or other agreement executed by such person.
Recourse Limitations. Subject to the qualifications set forth in this Section 10, Lender shall not enforce the liability and obligation of Guarantor to pay, perform and observe the Guaranteed Obligations by any action or proceeding wherein a money judgment shall be sought against Guarantor, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding, including a trustee’s sale or UCC sale, to enable Lender to enforce and realize upon its interest under this Guaranty and the other Loan Documents, or in the Collateral; provided, however, that any judgment in any such action or proceeding shall be enforceable against Guarantor only to the extent of Guarantor’s interest in the Collateral, except as specifically provided in this Section 10. The provisions of this Section 10 shall not, however: (i) constitute a waiver, release, limitation, or impairment of any Obligation evidenced or secured by any of the Loan Documents, including any Obligations arising pursuant to any Related Agreement; (ii) impair the right of Lender to name Guarantor or other Credit Party as a party defendant in any action or suit to enforce its rights, powers, and remedies upon the occurrence of an Event of Default; (iii) affect the validity or enforceability of this Guaranty; (iv) impair the right of Lender to obtain the appointment of a receiver; or (v) constitute a prohibition against Lender to commence any appropriate action or proceeding in order for Lender to exercise its remedies against all or any portion of the Collateral.
Recourse Limitations. Subject to the provisions of this Section 21(q), the personal liability of Borrowers to pay the Indebtedness shall be limited to Borrowers’ interest in the Collateral and in any other collateral given to Lender. The provisions of this Section shall not, however, (1) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (2) impair the right of Lender to name Borrowers as parties defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (3) affect the validity or enforceability of any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (4) impair the right of Lender to obtain the appointment of a receiver; (5) constitute a prohibition against Lender to seek a deficiency judgment against Borrowers solely in order to fully realize on any security given by Borrowers in connection with the Loan or to commence any other appropriate action or proceeding solely in order for Lender to exercise its remedies against such security (provided Lender shall not seek any personal recourse against Borrowers by virtue of such deficiency other than Borrowers’ interest in such security); or (6) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrowers, by money judgment or otherwise, to the extent of any loss, damage (excluding consequential damages), cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:
(i) fraud or intentional misrepresentation by Borrowers or Mortgage Borrower in connection with the Loan;
(ii) the willful misconduct of Borrowers or Mortgage Borrower;
(iii) the breach of any covenant or indemnification provision in the Environmental Indemnity or in the Security Instrument by Mortgage Borrower concerning environmental laws, hazardous substances and asbestos and any indemnification therein;
(iv) the intentional removal or disposal of any portion of the Collateral after an Event of Default;
(v) the failure to maintain the Policies in full force and effect pursuant to the terms and provisions of Section 8; or
(vi) any physical damage to the Property caused by intentional waste committed by Borrowers, Mortgage Borrower or any Affiliate thereof.
Recourse Limitations. The personal liability of Borrowers to pay the amounts due under the Note shall be limited to Borrowers’ interest in the Collateral (as defined in the Loan Agreement) and in any other collateral given to Lender subject to the provisions of Section 21(q) of the Loan Agreement.
Recourse Limitations. Notwithstanding anything to the contrary contained herein, in no event shall Lender have any recourse to any partner, shareholder, officer, director, employee or agent of Guarantor for any liability of the Guaranteed Obligations or any representations, warranties or other covenants made by Guarantor in this Guaranty.
Recourse Limitations. (a) Notwithstanding anything contained herein to the contrary, no Indemnified Person may make a claim for any cash from the Escrow Fund in respect of any claim for indemnification that is made pursuant to clause (i) and (ii) of the first sentence of Section 8.1 (and that does not involve fraud by any Person) unless and until an Officer’s Certificate (defined below) describing Indemnifiable Damages (other than Indemnifiable Damages in respect of clause (viii) of the first sentence of Section 8.1) in an aggregate amount greater than $50,000 (the “Threshold”) has been delivered, in which case the Indemnified Person may make claims for indemnification and may receive cash from the Escrow Fund for all Indemnifiable Damages (including the amount of the Threshold).
(b) No Indemnified Person may make a claim for Indemnifiable Damages in respect of any Indemnifiable Matter (or a series of related claims for Indemnifiable Damages arising out of the same facts, events or circumstances) unless the amount of such claim (or series of related claims) for Indemnifiable Damages is greater than or equal to $5,000.
(c) If the Merger is consummated, an amount equal to the amount of the Escrow Cash deposited in the Escrow Fund by Acquiror pursuant to Section 1.10 shall be the cap for recovery by an Indemnified Person pursuant to the indemnity obligations under this Agreement or other agreement, certificate or instrument executed or delivered pursuant to this Agreement except: (i) in the case of fraud in connection with the Merger by any Person; (ii) in the case of any failure of any of the representations and warranties contained in Section 2.2 (Capitalization), Section 2.4 (Due Authorization; Non-contravention) or Section 2.15 (Tax Returns and Payments) (the “Fundamental Representations”) to be true and correct; (iii) in the case of breach of the post-Closing covenants set forth in Sections 6.1 (Expenses), 6.3 (Further Action; Reasonable Efforts), 6.4 (Tax Matters) or 6.6 (Confidentiality) (collectively, the “Post-Closing Covenants”); or (iv) the matters listed in clause (vii) of the first sentence of Section 8.1 (the matters set forth in the foregoing clauses (i) through (iv) collectively, the “Special Matters”). Any claim for indemnification shall be satisfied first from the Escrow Fund. With respect to claims for indemnification regarding Special Matters, after the Escrow Fund has been exhausted (or otherwise only contains an amount or amounts in respect of a pending claim...
Recourse Limitations. Notwithstanding anything to the contrary contained herein, (a) in no event shall Lender have any recourse to any partner, shareholder, officer, director, employee or agent of Guarantor for any liability of the Guaranteed Obligations or any representations, warranties or other covenants made by Guarantor in this Guaranty, and (b) upon the consummation of any enforcement action by Junior Mezzanine Lender resulting in the interests in each Borrower no longer being vested in Junior Mezzanine Borrower, Guarantor shall not have any obligation hereunder with respect to matters arising solely out of acts taking place following such vesting of interest.
Recourse Limitations. All of the terms and provisions of this Agreement are joint and several recourse obligations of each Indemnitor and not restricted by any limitation on personal liability set forth in any of the other Loan Documents; provided, however, that notwithstanding the foregoing or anything else to the contrary contained herein, the maximum aggregate amount of the Indemnitors' aggregate liability hereunder shall not exceed the Obligations.
Recourse Limitations. Notwithstanding anything to the contrary contained in Paragraphs 8 or 9 of this Note or elsewhere in the Documents (but subject to Section 10.01 of the Instrument), recourse against Borrower under the Documents is limited solely to the assets of Borrower and the fee estate of Ground Lessor in the Property, and (i) no member or partner of Xxxxxxxx , (ii) no person owning, directly or indirectly, any legal or beneficial interest in a member or partner of Xxxxxxxx, (iii) no partner, manager, principal, officer, controlling person, beneficiary, trustee, real estate investment advisor, or other similar fiduciary, shareholder, employee, agent, affiliate or director of any person described above, and (iv) none of their respective successors and assigns (individually, an “Exculpated Party”), shall have any personal liability for the payment or performance of any of the Obligations.
Recourse Limitations. (i) Purchaser acknowledges and agrees that, with respect to any indemnification claim pursuant to Section 8.2(a), other than with respect to breaches of Fundamental Representations or the committing of Fraud, (A) the Purchaser Indemnified Parties shall be entitled to indemnification under this Agreement exclusively from the Escrow Amount and the insurer pursuant to the R&W Policy and from no other source or Person, and (B) no Purchaser Indemnified Party shall seek any recovery from any source or Person other than the Escrow Amount and the insurer under the R&W Policy.
(ii) Purchaser acknowledges and agrees that, with respect to any indemnification claim pursuant to Section 8.2(a) with respect to breaches of Fundamental Representations (other than with respect to the committing of Fraud), or any indemnification claim pursuant to Section 8.2(c) that is subject to indemnification coverage under the R&W Policy, the Purchaser Indemnified Parties shall be required to seek recovery, subject to any other limitations under this Article VIII, from the Escrow Amount and the insurer under the R&W Policy and from no other source or Person; provided that, if and only to the extent the Escrow Amount has been fully depleted and amount of the policy limit under the R&W Policy has been fully paid thereunder, the Purchaser Indemnified Parties may pursue recovery for any such indemnification claim directly against Seller, subject to the other limitations under this Article VIII.
