Non-Recourse Provisions. Except as expressly set forth in this Guarantee, notwithstanding the fact that Guarantor is a [entity type], by its acceptance of the benefits of this Guarantee, Buyer acknowledges and agrees that, other than as to Sellers, neither it nor any Buyer Affiliate has any right of recovery against, and no personal liability shall attach to, any of the Guarantor’s or Sellers’ former, current or future directors, officers, employees, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees, or any former, current or future directors, officers, employees, controlling persons, agents, general or limited partners, managers, members, stockholders, Affiliates (other than Sellers) or assignees of any of the foregoing (collectively, but not including Sellers, each a “Non-Recourse Party”) through Sellers or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any Seller against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to recover from Guarantor under and to the extent provided in this Guarantee and subject to the limitations described herein. Buyer further agrees and acknowledges that, except as set forth in the Interest Purchase Agreement, recourse against Guarantor under and pursuant to the terms of this Guarantee shall be the sole and exclusive remedy of Buyer and its Affiliates against Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Interest Purchase Agreement, this Guarantee or the Contemplated Transactions prior to Closing, including by piercing of the corporate veil or by or through a claim by or on behalf of Sellers. Buyer hereby covenants and agrees that it shall not institute, and it shall cause Equity Residential and its controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Interest Purchase Agreement or the Contemplated Transactions, against the Guarantor or any Non-Recourse Party except for claims against the Guarantor under this Guarantee and any other guarantee entered into by the Guarantor in connection with the Interest Purchase Agreement. Nothing set forth in this Guarantee shall affect or be construed to affect any liabil...
Non-Recourse Provisions. Subject to any requirements and conditions of the Capital Provider as set forth in the Schedule of Financing Terms, the Capital Provider and the City agree that, following Completion of the Improvements and recording of the Assessment Lien in the office of the Xxxxx County Recorder, the Capital Provider and the City shall not enforce against the Property Owner the collection of the C-PACE Financing due under this Agreement, it being agreed that the Capital Provider and the City shall look solely to the C-PACE Financing and the Assessment Lien against the Property (and the exercise of rights and remedies relating thereto) for repayment of the C-PACE Financing. Nothing herein shall be deemed to be a waiver of any right which the Capital Provider or the City may have under the United States Bankruptcy Code to file a claim in any relevant bankruptcy proceeding for the full amount due to the Capital Provider under this Agreement or any other Transaction Document. MISCELLANEOUS
Non-Recourse Provisions. Notwithstanding anything to the contrary contained herein, none of Party B or any of its officers, directors, or shareholders (the "Non-recourse Parties") shall be personally liable for the payment by or on behalf of the RAMP Series 2007-RS1 Supplemental Interest Trust hereunder, and Party A shall be limited to a proceeding against the Collateral or against any other third party other than the Non-recourse Parties, and Party A shall not have the right to proceed directly against the RAMP Series 2007-RS1 Supplemental Interest Trust for the satisfaction of any monetary claim against the Non-recourse Parties or for any deficiency judgment remaining after foreclosure of any property included in such Collateral and following the realization of the Collateral, any claims of Party A shall be extinguished.
Non-Recourse Provisions. Notwithstanding anything to the contrary in this Agreement, except for any obligations under the Xxxxxx Party Guaranty, (i) the NGL Group Entities covenant and agree that the sole and exclusive remedy for any claim, judgment or other recourse against the Trust (or any equitable relief with the effect of a money judgment for a recourse or deficiency claim) relating to or arising from the Trust’s breach of any obligations as a Transferor under this Agreement shall be from the Escrow Account pursuant to the terms of the Escrow Agreement, the offset provisions set forth in Section 7.6 and the Xxxxxx Party Guaranty, (ii) the NGL Group Entities covenant and agree that the Trust shall not have any direct or indirect personal liability under or in connection with this Agreement, and (iii) the NGL Group Entities waive any and all such personal liability. The NGL Group Entities covenant and agree that the Trust is not and shall not become liable for the payment of any amounts, including without limitation any claims for indemnification or Damages by a NGL Indemnified Party under this Article VII, that are owed under this Agreement, it being the agreement of the NGL Group Entities and the Trust that the sole and exclusive remedy of the NGL Group Entities under this Agreement with respect to any breach of the representations, warranties, or covenants of the Trust as a Transferor is limited to the exercise of the NGL Group Entities’ rights and remedies pursuant to the Escrow Agreement, the offset provisions set forth in Section 7.6 and the Xxxxxx Party Guaranty.
Non-Recourse Provisions. Notwithstanding any provision herein or in the ISDA Form Master Agreement to the contrary, the obligations of Party B hereunder are limited recourse obligations of the Party B, payable solely from the Swap Account (as defined in the Pooling and Servicing Agreement) and the proceeds thereof to satisfy Party B’s obligations hereunder. In the event that the Swap Account and proceeds thereof should be insufficient to satisfy all claims outstanding and following the realization of the Swap Account and the distribution of the proceeds thereof in accordance with the Indenture, any claims against or obligations of Party B under the ISDA Form Master Agreement or any other confirmation thereunder, still outstanding shall be extinguished and thereafter not revive.
Non-Recourse Provisions. The Custodian acknowledges and agrees that, to the extent the trustees of the Fund are regarded as entering into this Agreement, they do so only as trustees and not individually and that the obligations of this Agreement are not binding upon any such trustee, officer, employee or interest holder individually, but are binding only upon the assets and property of the Fund. The Custodian hereby agrees that such trustees, officers, employees or interest holders shall not be personally liable under this Agreement and that the Custodian shall look solely to the property of the Portfolio to which a transaction relates for the performance of or payment of any claim under this Agreement.
Non-Recourse Provisions. The Mortgage Loan documents provide that the related Mortgagor and an additional guarantor who is a natural person (or an entity with assets other than an interest in the Mortgagor) accepts responsibility for fraud and/or other intentional material misrepresentation and environmental indemnity. Furthermore, the Mortgage Loan documents for each Mortgage Loan provide that the related Mortgagor and an additional guarantor, who is a natural person (or an entity with assets other than an interest in the Mortgagor), shall be liable to the lender for losses incurred due to the misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the mortgagee or applied to the Mortgaged Property in the ordinary course of business, misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or breach of the environmental covenants in the related Loan documents.
Non-Recourse Provisions. State Street acknowledges and ----------------------- agrees that, to the extent the trustees of the Fund are regarded as entering into this Agreement, they do so only as trustees and not individually and that the obligations of this Agreement are not binding upon any such trustee, officer, employee or interest holder individually, but are binding only upon the assets and property of the Fund. State Street hereby agrees that such trustees, officers, employees or interest holders shall not be personally liable under this Agreement and that State Street shall look solely to the property of the Portfolio to which a transaction relates for the performance of or payment of any claim under this Agreement.
Non-Recourse Provisions. The provisions of Article IX of the Note pertaining to the personal liability of Borrower and its members, officers, directors and employees are hereby incorporated herein by reference.
Non-Recourse Provisions. Notwithstanding anything to the contrary contained herein, none of Party B or any of its officers, directors, or shareholders (the “Non-recourse Parties”) shall be personally liable for the payment by or on behalf of the Issuer hereunder, and Party A shall be limited to a proceeding against the Collateral or against any other third party other than the Non-recourse Parties, and Party A shall not have the right to proceed directly against the Issuer for the satisfaction of any monetary claim against the Non-recourse Parties or for any deficiency judgment remaining after foreclosure of any property included in such Collateral and following the realization of the Collateral, any claims of Party A shall be extinguished. The provisions of this Section shall survive the termination of this Agreement.
