Common use of No Derivative Liability Clause in Contracts

No Derivative Liability. Notwithstanding anything set forth in this Lease or otherwise, no direct or indirect (through tiered ownership or otherwise) advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, partner, member, owner, investor, representative or agent of a Party or its applicable Affiliates shall have any personal liability, directly or indirectly, under or in connection with this Lease, the Tenant Guaranty, or the Landlord Guaranty or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the other Party and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the assets of such Party or its applicable Affiliates for the payment of any claim or for any performance, and each other Party, on behalf of itself and its successors and assigns, hereby waive any and all such personal liability. Nothing in this Section 26.15 is intended or shall be deemed to impair or limit the liability of any Person under any Landlord Guaranty, any Tenant Guaranty, or any guaranty agreement executed and delivered in connection with the Purchase Agreement.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Energy XXI LTD), Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.), Connection and Access Agreement (Energy XXI LTD)

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No Derivative Liability. Notwithstanding anything set forth in this Lease or otherwise, no direct or indirect (through tiered ownership or otherwise) advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, partner, member, owner, investor, representative or agent of a Party party or its applicable Affiliates shall have any personal liability, directly or indirectly, under or in connection with this Lease, the Tenant Lessee Guaranty, the Resources Guaranty or the Landlord Lessor Guaranty or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the other Party party and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the assets of such Party party or its applicable Affiliates for the payment of any claim or for any performance, and each other Partyparty, on behalf of itself and its successors and assigns, hereby waive any and all such personal liability. Nothing in this Section 26.15 is intended or shall be deemed to impair or limit the liability of any Person under any Landlord Lessor Guaranty, any Tenant Lessee Guaranty, the Resources Guaranty or any guaranty agreement Guaranty Agreement executed and delivered in connection with the Purchase Agreement or the liability of any Equity Investor or Lessor Parent under the Equity Investor Agreement.

Appears in 2 contracts

Samples: Confidential Treatment (CorEnergy Infrastructure Trust, Inc.), Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.)

No Derivative Liability. Notwithstanding anything set forth in this Lease Agreement, the Closing Deliveries or otherwise, no direct or indirect (through tiered ownership or otherwise) advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, partner, member, owner, investor, representative or agent of a Party or its applicable Affiliates (including, in the case of the Seller, Guarantor) shall have any personal liability, directly or indirectly, under or in connection with this Lease, the Tenant Guaranty, Agreement or the Landlord Guaranty any Closing Deliveries or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the other Party and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the such Party’s assets of such Party or its applicable Affiliates for the payment of any claim or for any performance, and each other Party, on behalf of itself and its successors and assigns, hereby waive any and all such personal liability. Nothing contained in this Section 26.15 is intended or 11.7 shall be deemed to impair or limit the liability construed as prohibiting Purchaser from enforcing Guarantor’s obligations under Section 14.15. This Section 11.7 shall survive Closing and termination of any Person under any Landlord Guaranty, any Tenant Guaranty, or any guaranty agreement executed and delivered in connection with the Purchase this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Crescent Real Estate Equities Co), Purchase and Sale Agreement (Crescent Real Estate Equities Co)

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No Derivative Liability. Notwithstanding anything set forth in this Lease Agreement, the Closing Deliveries or otherwise, no direct or indirect (through tiered ownership or otherwise) advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, partner, member, owner, investor, representative or agent of a Party or its applicable Affiliates (including, in the case of the Sellers, Guarantor) shall have any personal liability, directly or indirectly, under or in connection with this Lease, the Tenant Guaranty, Agreement or the Landlord Guaranty any Closing Deliveries or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the other Party and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the such Party’s assets of such Party or its applicable Affiliates for the payment of any claim or for any performance, and each other Party, on behalf of itself and its successors and assigns, hereby waive any and all such personal liability. Nothing contained in this Section 26.15 is intended or 11.7 shall be deemed to impair or limit the liability construed as prohibiting Purchaser from enforcing Guarantor’s obligations under Section 14.15. This Section 11.7 shall survive Closing and termination of any Person under any Landlord Guaranty, any Tenant Guaranty, or any guaranty agreement executed and delivered in connection with the Purchase this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Crescent Real Estate Equities Co), Purchase and Sale Agreement (Crescent Real Estate Equities Co)

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