Common use of SELLER'S EXCULPATION Clause in Contracts

SELLER'S EXCULPATION. Notwithstanding anything herein to the contrary, in the event of a default hereunder by Seller prior to or at Closing, neither Seller nor any direct or indirect partner (whether general or limited) of Seller, nor any shareholder of any partner, nor any director, officer, employee, agent, shareholder, trustee or beneficiary of any of them shall have any liability hereunder or in connection therewith, and Purchaser's sole and exclusive remedies are as set forth in Sections 8.1(b) and 10.3 hereof. In the event that Purchaser (or its designee) discovers, after Closing, that Seller has breached any of the representations and warranties made by Seller in this Agreement, they shall be limited to resort against the assets of Seller only under Section 10.3 hereof and no direct or indirect partner (whether general or limited) of Seller, nor any shareholder of any partner, nor any director, officer, employee, agent, shareholder, trustee, or beneficiary of any of them shall be liable to Purchaser or its designee in connection with such claimed breach of representation or warranty. For purposes of the foregoing, neither the negative capital account of any partner of Seller nor any obligation of any partner of Seller to restore a negative capital account or to contribute capital to Seller or to any partner of Seller, shall at any tune be deemed to be the property or an asset of Seller or any partner of Seller (and neither Purchaser nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative account or a partner's obligation to restore the same or contribute capital to Seller or a partner of Seller).

SELLER'S EXCULPATION. Notwithstanding anything herein to the contrary, in the event of a default hereunder by Seller prior to or at Closing, neither Seller nor any direct or indirect partner (whether partner(whether general or limited) of Seller, nor any shareholder of any partner, nor any director, officer, employee, agent, shareholder, trustee or beneficiary of any of them shall have any liability hereunder or in connection therewith, and Purchaser's sole and exclusive remedies are as set forth in Sections 8.1(b) and 10.3 hereof. In the event that Purchaser (or its designee) discovers, after Closing, that Seller has breached any of the representations and warranties made by Seller in this Agreement, they shall be limited to resort against the assets of Seller only under Section 10.3 hereof and no direct or indirect partner (whether general or limited) of Seller, nor any shareholder of any partner, nor any director, officer, employee, agent, shareholder, trustee, or beneficiary of any of them shall be liable to Purchaser or its designee in connection with such claimed breach of representation or warranty. For purposes of the foregoing, neither the negative capital account of any partner of Seller nor any obligation of any partner of Seller to restore a negative capital account or to contribute capital to Seller or to any partner of Seller, shall at any tune be deemed to be the property or an asset of Seller or any partner of Seller (and neither Purchaser nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative account or a partner's obligation to restore the same or contribute capital to Seller or a partner of Seller).

SELLER'S EXCULPATION. Notwithstanding anything herein to the contrary, in the event of a default hereunder by Seller prior to or at Closing, neither Seller nor any direct or indirect partner (whether general or limited) of Seller, nor any shareholder of any partner, nor any director, officer, employee, agent, shareholder, trustee or beneficiary of any of them shall have any liability hereunder or in connection therewith, and Purchaser's sole and exclusive remedies are as set forth in Sections Section 8.1(b) and 10.3 hereof. In the event that Purchaser (or its designee) discovers, after Closing, that Seller has breached any of the representations and warranties made by Seller in this Agreement, they shall be limited to resort against the assets of Seller only only, under Section 10.3 hereof and no direct or indirect partner (whether general or limited) of Seller, nor any shareholder of any partner, nor any director, officer, employee, agent, shareholder, trustee, or beneficiary of any of them shall be liable to Purchaser or its designee in connection with such claimed breach of representation or warranty. For purposes of the foregoing, neither the negative capital account of any partner of Seller nor any obligation of any partner of Seller to restore a negative capital account or to contribute capital to Seller or to any partner of Seller, shall at any tune time be deemed to be the property or an asset of Seller or any partner of Seller (and neither Purchaser nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative account or a partner's obligation to restore the same or contribute capital to Seller or a partner of Seller).

SELLER'S EXCULPATION. Notwithstanding Other than as set forth in Paragraph 10.5 above, notwithstanding anything herein to the contrary, in the event of a default hereunder by Seller prior to or at Closing, neither Seller nor any direct or indirect partner (whether general or limited) of Seller, nor any shareholder of any partnerpartner (including, but not limited to Income Growth Managers, Inc. and JMB Realty Corporation and the individuals specified in Paragraph above), nor any director, officer, employee, agent, shareholder, trustee or beneficiary of any of them shall have any liability personal liability, directly or indirectly, hereunder or in connection therewith, and Purchaser's sole and exclusive remedies are as set forth in Sections 8.1(bParagraphs 8.1(c) and 10.3 hereof. In the event that Purchaser (or its designee) discovers, after Closing, that Seller has breached any of the representations and warranties made by Seller in this Agreement, they shall be limited to resort against the assets of Seller only under Section Paragraph 10.3 hereof and no direct or indirect partner (whether general or limited) of Seller, nor any shareholder of any partner, nor any director, officer, employee, agent, shareholder, trustee, or beneficiary of any of them shall be liable to Purchaser or its designee in connection with such claimed breach of representation or warranty. For purposes of the foregoing, neither the negative capital account of any partner of Seller nor any obligation of any partner of Seller to restore a negative capital account or to contribute capital to Seller or to any partner of Seller, shall at any tune be deemed to be the property or an asset of Seller or any partner of Seller (and neither Purchaser nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative account or a partner's obligation to restore the same or contribute capital to Seller or a partner of Seller).