Release of Personal Liability Sample Clauses

Release of Personal Liability. In consideration for the transfer by Borrower of the Property to Lender (or, at Lender’s option, Designee), and subject to the terms, provisions, and conditions herein contained, at the “Closing” (as hereinafter defined), Lender shall in the deed in lieu agree to release Borrower from any personal liability for payment of the Loan.
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Release of Personal Liability. (a) At or before the Closing, the Company, LLC or Xxxxxxx shall satisfy and obtain the release of any and all personal liability of the Shareholders for all liabilities, obligations, and indebtedness of Seller to SunTrust Bank, Tampa Bay, that have been personally guaranteed by any of them, for which any of them is a co-obligor or accommodation party for or with Seller, or that are secured wholly or partially by a lien, mortgage, security interest, or other encumbrance on any personal assets of any Shareholder and shall cause all such liens, mortgages, security interests, and encumbrances to be fully released at Closing. (b) At or before the Closing, the Company, LLC or Xxxxxxx shall satisfy, obtain the release of, or indemnify with respect to any and all personal liability of the Shareholders for all liabilities, obligations, and indebtedness of Seller to all persons other than SunTrust Bank, Tampa Bay, as set forth on SCHEDULE 4.19, that have been personally guaranteed by any of them, for which any of them is a co-obligor or accommodation party for or with Seller, or that are secured wholly or partially by a lien, mortgage, security interest, or other encumbrance on any personal assets of any Shareholder. Each of the Company, LLC and Xxxxxxx shall use its best efforts to cause all such liens, mortgages, security interests, and encumbrances to be fully released at Closing.
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Release of Personal Liability. In the event there is any personal liability imposed on any of the Ewinx Xxxckholders with respect to Ewinx xx any of the Property or any of the Ewinx Xxxited Partners with respect to any Partnership or any of the Property (other than as provided in this Agreement), whether under a guaranty or otherwise, and such personal liability relates to principal or interest on a debt or obligation of Ewinx xx the Partnerships that is specifically mentioned in this Agreement or which is secured by any of the Properties, then such personal liability shall be released by agreements in form and substance satisfactory to the Ewinx Xxxckholders or the Ewinx Xxxited Partners, as the case may be. Notwithstanding the foregoing, it is not a condition to Closing that the Ewinx Xxxreholders or the Ewinx Xxxited Partners be released from liability for fraud, environmental matters and similar nonrecourse carveout liability, but Summit shall indemnify the Ewinx Xxxreholders and Ewinx Xxxited Partners from such liability arising on or after the Closing (except that with respect to Rancho, such indemnification shall be with respect to such liability arising on or after the Rancho Issue Date) based on acts or omissions which occurred after such date.
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Release of Personal Liability. 39 11.7 Party to this Agreement; Compliance with Law..39 11.8 Transferees...................................39 ARTICLE XII
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Release of Personal Liability. In the event that a dissolved or bankrupt Member is liable on any obligations of the Company because such Member guaranteed or co-signed such obligations, then the Company and the Members shall, as one of the terms of the purchase of such Member's Ownership Interests, take such action as may be necessary to obtain, if reasonably possible, the complete release of such Member from such obligations and to obtain the release of any and all assets of such Member which may have been pledged as collateral in conjunction therewith. If such release cannot be obtained, the Company and the other electing Members shall indemnify such dissolved or bankrupt Member with respect to such obligations.
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Release of Personal Liability. Shareholders have executed instruments by which they have personally guarantied payment of Company's indebtedness to Finova. Within thirty (30) days after the closing, Purchaser will cause Shareholders to be released from liability to Finova for any indebtedness of Company or Purchaser, whether incurred prior to or after the Closing.
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Release of Personal Liability. 50 Section 4.21. Monthly Financial Information ............................... 50 Section 4.22. Mail Received After the Closing ............................. 51 Section 4.23. Use of Trademarks ........................................... 51
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Release of Personal Liability. Promptly after the Closing, Cendant, the Buyer or the Sub shall use its reasonable best efforts to obtain releases of the Seller Shareholders from all "Personal Liability Creditors" of the Business. As used herein, the term "Personal Liability Creditors" shall mean the creditors of the Business which at the Closing are owed money or a duty which is an Assumed Liability for which either or both Seller Shareholders have or may have personal liability, including but not limited to the Real Property Leases or equipment lessors and parties extending loans or other credit lines in the name of or otherwise utilized by the Seller and which shall be set forth on Section 4.20 of the Seller Disclosure Schedule. If and to the extent the releases set forth on Section 4.20 of the Seller Disclosure Schedule are not obtained, Cendant, the Buyer or the Sub shall indemnify and hold harmless the Seller Shareholders for any amounts due to such Personal Liability Creditors.
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Release of Personal Liability. By execution of this Agreement, each of the Common Representative, the Second Priority Indenture Trustee, the Second Priority Collateral Trustee and the First Priority Indenture Trustee acknowledge and agree that none of the members of the Board of Directors, officers or representatives of the Company shall have or assume any liability in respect of the Company’s obligations arising from the execution of this Agreement under the provisions of Article 233, in relation with Article 229, paragraph (V), of the General Law of Commercial Organizations (Ley General de Sociedades Mercantiles). Consequently, each such person is released from such liability, with the broadest release that may be granted pursuant to applicable law, without any of the Common Representative, the Second Priority Indenture Trustee, the Second Priority Collateral Trustee or the First Priority Indenture Trustee reserving any action against them for such liability, which is hereby expressly and irrevocably waived.
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Related to Release of Personal Liability

  • Waiver of Personal Liability No member, officer, agent or employee of the Issuer or any of its program participants or any director, officer, agent or employee of the Borrower shall be individually or personally liable for the payment of any principal (or redemption price) or interest on the Bonds or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Loan Agreement; but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by this Loan Agreement.

  • Limitation of Personal Liability All the parties hereto acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Fund and that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. The Trust Instrument describes in detail the respective responsibilities and limitations on liability of the Trustees, officers and holders of shares of beneficial interest of the Trust.

  • Status of Shares and Limitation of Personal Liability Shares shall be deemed to be personal property giving only the rights provided in this instrument and the By-Laws of the Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof. The death of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of said deceased Shareholder under this Declaration of Trust. Ownership of Shares shall not entitle a Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners or joint venturers. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time agree to pay.

  • Personal Liability 14.1 In the case of a Fund organized as a Massachusetts business trust, a copy of the Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Board of Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund; provided, however, that the Declaration of Trust of the Fund provides that the assets of a particular Series of the Fund shall under no circumstances be charged with liabilities attributable to any other Series of the Fund and that all persons extending credit to, or contracting with or having any claim against, a particular Series of the Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim.

  • Limits on Personal Liability (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and Xxxxxx's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by Xxxxxx as a result of the occurrence of any of the following events: (i) Xxxxxxxx fails to pay to Lender upon demand after an Event of Default all Rents to which Xxxxxx is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) Xxxxxxxx fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, Xxxxxxxx will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by Xxxxxx in connection with the collection of any amount for which Xxxxxxxx is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of Xxxxxxxx's books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which Xxxxxxxx has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by Xxxxxx. (g) To the extent that Xxxxxxxx has personal liability under this Section 9, Lender may exercise its rights against Xxxxxxxx personally without regard to whether Xxxxxx has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

  • No Personal Liability No officer, agent or employee of the City shall be personally responsible for any liability arising under this Agreement, whether expressed or implied, nor for any statement or representation made or in any connection with this Agreement.

  • Limitation on Personal Liability All parties to this Agreement acknowledge and agree that the Trust is a series trust and all debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets held with respect to such series only, and not against the assets of the Trust generally or against the assets held with respect to any other series and further that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing.

  • Coverage E – Personal Liability Coverage E does not apply to:

  • Use of Personal Leave An employee may use personal leave credits to conduct personal business that cannot be conducted outside of normal working hours and for personal emergencies.

  • NO PERSONAL LIABILITY CONFERRED This Agreement shall not create or permit any personal liability or obligation on the part of any officer, director, partner, employee or shareholder of the Operating Partnership or the Contributor.

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