Common use of Limitation of Mortgagees’ Liability Clause in Contracts

Limitation of Mortgagees’ Liability. Notwithstanding any other provision of this Lease to the contrary, no Mortgagee shall be obligated to perform or liable in damages for failure to perform any of Landlord’s obligations under this Lease unless and until such Mortgagee shall foreclose such mortgage or otherwise acquire title to or succeed to the interest of Landlord in the Property, and then shall only be liable for Landlord’s obligations arising or accruing after such foreclosure, succession or acquisition of title. Notwithstanding the foregoing or anything to the contrary herein, no Mortgagee succeeding to the interest of Landlord hereunder shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Mortgagee’s prior written consent (other than amendments memorializing the rights of Tenant to exercise an Extension Option or Right of First Offer under the Lease) or responsible for any security deposit not actually received by Mortgagee; (f) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (g) liable for consequential damages; or (h) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Mortgagee’s interest in the Property. Provided, nothing in clause (i), above, shall be deemed to relieve any Mortgagee succeeding to the interest of Landlord hereunder of its obligation to comply with the obligations of Landlord under this Lease from and after the date of such succession. Any such Mortgagee’s obligations and liabilities shall in any event be subject to, and holder shall have the benefit of, Section 19.15 hereof. Tenant agrees on written request of Landlord to execute and deliver from time to time any reasonable agreement which may be necessary to implement the provisions of this Section 14.3.

Limitation of Mortgagees’ Liability. Notwithstanding any other provision of this Lease to the contrary, no Mortgagee shall be obligated to perform or liable in damages for failure to perform any of Landlord’s obligations under this Lease unless and until such Mortgagee shall foreclose such mortgage or otherwise acquire title to or succeed to the interest of Landlord in the PropertyProject, and then shall only be liable for Landlord’s obligations arising or accruing after such foreclosure, succession or acquisition of title. Notwithstanding the foregoing or anything to the contrary herein, no Mortgagee succeeding to the interest of Landlord hereunder shall be (ai) liable in any way to Tenant for any act or omission omission, neglect or default on the part of Landlord under this Lease, (ii) responsible for any prior landlord (including the Landlord); monies owing by or (b) liable for or incur any obligation on deposit with respect Landlord to the construction credit of the Property or any improvements of the Premises or the Property, including, without limitation, the payment of any construction allowance pursuant Tenant (except to the Lease; extent any such deposit is actually received by such mortgagee or ground lessor), (ciii) subject to any offsets counterclaim or defenses setoff which theretofore accrued to Tenant might have against any prior landlord Landlord, (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (eiv) bound by any amendment or modification of the Leasethis Lease subsequent to such Mortgage, made without Mortgagee’s prior written consent or by any previous prepayment of Rent for more than one (other than amendments memorializing the rights 1) month in advance of Tenant to exercise an Extension Option or Right of First Offer under the Lease) or responsible for any security deposit its due date, which was not actually received approved in writing by Mortgagee; , (fv) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (g) liable for consequential damages; or (h) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of beyond such default shall be to proceed against Mortgagee’s interest in the Property, or (vi) responsible for the payment or performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by Tenant or for the payment of any tenant improvement allowance, provided that if Landlord shall not then have fully reimbursed Tenant amounts owed to Tenant from the Finish Work Allowance, and Mortgagee has not agreed to fund the same, Tenant shall, following at least 15 days’ prior written notice to such Mortgagee, have the right to deduct such then unpaid amounts properly due to Tenant from future payments of Base Rent hereunder in an amount not to exceed 20% of the Base Rent in any one month (with interest accruing on the remainder at the Default Rate until Tenant has received the benefit of the entire Finish Work Allowance due to Tenant). Provided, nothing in clause (i), above, shall be deemed to relieve any Mortgagee succeeding to the interest of Landlord hereunder of its obligation to comply with the obligations of Landlord under this Lease from and after the date of such succession. Any such Mortgagee’s obligations and liabilities shall in any event be subject to, and holder shall have the benefit of, Section 19.15 hereof. Tenant agrees on written request of Landlord to execute and deliver from time to time any reasonable agreement which may be necessary to implement the provisions of this Section 14.3.

Limitation of Mortgagees’ Liability. Notwithstanding any other provision of this Lease to the contrary, no Mortgagee shall be obligated to perform or liable in damages for failure to perform any of Landlord’s obligations under this Lease unless and until such Mortgagee shall foreclose such mortgage or otherwise acquire title to or succeed to the interest of Landlord in the Property, and then shall only be liable for Landlord’s obligations arising or accruing after such foreclosure, succession or acquisition of title. Notwithstanding the foregoing or anything to the contrary herein, no Mortgagee succeeding to the interest of Landlord hereunder shall be (ai) liable in any way to Tenant for any act or omission omission, neglect or default on the part of Landlord under this Lease, (ii) responsible for any prior landlord (including the Landlord); monies owing by or (b) liable for or incur any obligation on deposit with respect Landlord to the construction credit of the Property or any improvements of the Premises or the Property, including, without limitation, the payment of any construction allowance pursuant Tenant (except to the Lease; extent any such deposit is actually received by such mortgagee or ground lessor), (ciii) subject to any offsets counterclaim or defenses setoff which theretofore accrued to Tenant might have against any prior landlord Landlord, (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (eiv) bound by any amendment or modification of the Leasethis Lease subsequent to such Mortgage, made without Mortgagee’s prior written consent or by any previous prepayment of Rent for more than one (other than amendments memorializing the rights 1) month in advance of Tenant to exercise an Extension Option or Right of First Offer under the Lease) or responsible for any security deposit its due date, which was not actually received approved in writing by Mortgagee; , (fv) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (g) liable for consequential damages; or (h) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of beyond such default shall be to proceed against Mortgagee’s interest in the Property, or (vi) responsible for the payment or performance of any work to be done by Landlord under this Lease to render the Premises ready for occupancy by Tenant or for the payment of any tenant improvement allowance. Provided, nothing in clause (i), above, shall be deemed to relieve any Mortgagee succeeding to the interest of Landlord hereunder of its obligation to comply with the obligations of Landlord under this Lease from and after the date of such succession. Any such Mortgagee’s obligations and liabilities shall in any event be subject to, and holder shall have the benefit of, Section 19.15 hereof. Tenant agrees on written request of Landlord to execute and deliver from time to time any reasonable agreement which may be necessary to implement the provisions of this Section 14.3.

Limitation of Mortgagees’ Liability. Notwithstanding any other provision of this Lease to the contrary, no Mortgagee shall be obligated to perform or liable in damages for failure to perform perfonn any of Landlord’s 's obligations under this Lease unless and until such Mortgagee shall foreclose such mortgage or otherwise acquire title to or succeed to the interest of Landlord in the Property, and then shall only be liable for Landlord’s 's obligations arising or accruing after such foreclosure, succession foreclosure or acquisition of title. No Mortgagee shall ever be obligated to perform or be liable in damages for any of Landlord's obligations arising or accruing before such foreclosure or acquisition of title. Notwithstanding the foregoing or anything to the contrary herein, no Mortgagee succeeding to the interest of Landlord hereunder shall be (ai) liable in any way to Tenant for any act or omission omission, neglect or default on the part of Landlord under this Lease, (ii) responsible for any prior landlord (including the Landlord); monies owing by or (b) liable for or incur any obligation on deposit with respect Landlord to the construction credit of the Property or any improvements of the Premises or the Property, including, without limitation, the payment of any construction allowance pursuant Tenant (except to the Lease; extent any such deposit is actually received by such mortgagee or ground lessor), (ciii) subject to any offsets counterclaim or defenses setoff which theretofore accrued to Tenant might have against any prior landlord Landlord, (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (eiv) bound by any amendment or modification of the Leasethis Lease subsequent to such Mortgage, made without Mortgagee’s prior written consent (other or by any previous prepayment of Rent for more than amendments memorializing the rights one ( 1) month in advance of Tenant to exercise an Extension Option or Right of First Offer under the Lease) or responsible for any security deposit its due date, which was not actually received approved in writing by Mortgagee; , (fv) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (g) liable for consequential damages; or (h) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of beyond such default shall be to proceed against Mortgagee’s 's interest in the Property. Provided, nothing in clause or (i), above, shall vi) responsible for the payment or perfonnance of any work to be deemed to relieve any Mortgagee succeeding to the interest of Landlord hereunder of its obligation to comply with the obligations of done by Landlord under this Lease from and after to render the date Premises ready for occupancy by Tenant or for the payment of such successionany tenant improvement allowance. Any such Mortgagee’s 's obligations and liabilities shall in any event be subject to, and holder Mortgagee shall have the benefit of, Section 19.15 16.15 hereof. Tenant Xxxxxx agrees on written request of Landlord Xxxxxxxx to execute and deliver from time to time any reasonable agreement which may be necessary to implement the provisions of this Section 14.3.. 14.4