Recourse Limitations Clause Samples
The Recourse Limitations clause defines the extent to which parties can seek remedies or compensation under the agreement. Typically, it restricts the types of claims or the amount of damages that can be pursued, such as capping liability at a certain dollar amount or excluding certain types of damages like consequential or punitive damages. This clause serves to allocate risk between the parties and provides predictability by preventing excessive or unforeseen liability, thereby encouraging parties to enter into the contract with a clear understanding of their potential exposure.
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Recourse Limitations. (a) If the Share Purchase is consummated, recovery from the Indemnity Escrow Fund shall constitute the sole and exclusive source of Indemnifiable Damages against any Indemnifying Party under this Agreement for Indemnifiable Damages, with any further recovery to come from the R&W Insurance Policy, for the matters listed in clauses (i), (ii) and (v) of Section 9.2(a), except with respect to (A) any failure of any of the representations and warranties of the Company contained in Section 2.1 (Organization, Standing, Power and Subsidiaries), Section 2.2 (Capital Structure), Section 2.3 (Authority; Noncontravention) (but with respect to representations and warranties related to non-contravention, solely to the extent that they refer to non-contravention with governing documents), Section 2.10 (Taxes) or Section 2.16 (No Brokers) to be true and correct, or of the Company contained in any certificate delivered to Acquirer pursuant to this Agreement that are within the scope of those covered by the foregoing Sections to be true and correct as aforesaid, (B) any fraud by the Company in connection with this Agreement or the transactions contemplated herein, and (C) any failure of any representation or warranty made by such Company Shareholder to be true and correct ((A), (B) and (C) collectively, the "Special Representations" and together with clauses (iii), (iv), (vi) and (vii) of Section 9.2(a), the "Fundamental Claims").
(b) In the case of Fundamental Claims (a), each Indemnifying Party’s Liability (other than claims against any Company Shareholders for breaches of covenants, representations and warranties made by such Company Shareholder hereunder) shall be limited to such Indemnifying Party’s Pro Rata Share of the amount of any Indemnifiable Damages resulting therefrom; (b) each Indemnifying Party’s Liability shall be limited to the aggregate amount of cash to which such Indemnifying Party is entitled to receive pursuant to Section 1.1; and (c) with respect to Indemnifiable Damages for any failure of any of the representations and warranties of the Company contained in Section 2.10 (Taxes) to be true and correct, or of the Company contained in any certificate delivered to Acquirer pursuant to this Agreement that are within the scope of those covered by the foregoing Section to be true and correct as aforesaid, which were excluded from the coverage of the R&W Insurance Policy (other than such Indemnifiable Damages which were so excluded due to the disclosure of t...
Recourse Limitations. 1.4.1 Notwithstanding any other provision of this Agreement to the contrary and subject to the provisions of Section 10 below, Lender and Guarantor agree that Guarantor’s total liability, jointly and severally, hereunder shall not exceed an amount in excess of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (“Reduced Repayment Guaranteed Obligations”).
1.4.2 The provisions of this Section 1.4 concerning the Reduced Repayment Guaranteed Obligations shall not (a) impair the right of Lender to name Borrower or Guarantor as a party defendant in any action or suit for foreclosure and sale under the Loan Documents, (b) impair the right of Lender to obtain the appointment of a receiver for the Property, (c) impair the right of Lender to bring suit with respect to fraud or intentional misrepresentation by Borrower or Guarantor, (d) impair the right of Lender to obtain the rents and other income from the Property received by Borrower or Guarantor after the occurrence and during the continuance of an Event of Default which are not applied to the operation of the Property or the payment of the Loan, (e) impair the right of Lender to obtain insurance proceeds or condemnation awards due to Lender under the Loan Documents, (f) impair the right of Lender to enforce the provisions of the Loan Documents and the Environmental Indemnity relating to “Hazardous Substances” (as defined in said indemnity), against Borrower or any other person allegedly responsible therefor, or (g) impair the right to ▇▇▇ Borrower under the Loan Documents.
Recourse Limitations. Borrower’s liability in connection with this Agreement, the Note and the other Loan Documents (including Borrower’s liability for all amounts due hereunder or thereunder) is collectible only from the Collateral against which a security interest is created by the Pledge Agreement. In no case will any person who holds a direct or indirect ownership interest in Borrower, or any officer, director, manager, trustee, employee, agent or affiliate of Borrower or any such direct or indirect owner, have any responsibility for Borrower’s obligations in connection with this Agreement, the Note and the other Loan Documents (including Borrower’s liability for any amounts due hereunder or thereunder); provided, however, that nothing in this Section 18(e) limits the liability of any person under a guaranty or other agreement executed by such person.
Recourse Limitations. Subject to the qualifications set forth in this Section 10, Lender shall not enforce the liability and obligation of Guarantor to pay, perform and observe the Guaranteed Obligations by any action or proceeding wherein a money judgment shall be sought against Guarantor, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding, including a trustee’s sale or UCC sale, to enable Lender to enforce and realize upon its interest under this Guaranty and the other Loan Documents, or in the Collateral; provided, however, that any judgment in any such action or proceeding shall be enforceable against Guarantor only to the extent of Guarantor’s interest in the Collateral, except as specifically provided in this Section 10. The provisions of this Section 10 shall not, however: (i) constitute a waiver, release, limitation, or impairment of any Obligation evidenced or secured by any of the Loan Documents, including any Obligations arising pursuant to any Related Agreement; (ii) impair the right of Lender to name Guarantor or other Credit Party as a party defendant in any action or suit to enforce its rights, powers, and remedies upon the occurrence of an Event of Default; (iii) affect the validity or enforceability of this Guaranty; (iv) impair the right of Lender to obtain the appointment of a receiver; or (v) constitute a prohibition against Lender to commence any appropriate action or proceeding in order for Lender to exercise its remedies against all or any portion of the Collateral.
Recourse Limitations. Subject to the provisions of this Section 21(q), the personal liability of Borrowers to pay the Indebtedness shall be limited to Borrowers’ interest in the Collateral and in any other collateral given to Lender. The provisions of this Section shall not, however, (1) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (2) impair the right of Lender to name Borrowers as parties defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (3) affect the validity or enforceability of any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (4) impair the right of Lender to obtain the appointment of a receiver; (5) constitute a prohibition against Lender to seek a deficiency judgment against Borrowers solely in order to fully realize on any security given by Borrowers in connection with the Loan or to commence any other appropriate action or proceeding solely in order for Lender to exercise its remedies against such security (provided Lender shall not seek any personal recourse against Borrowers by virtue of such deficiency other than Borrowers’ interest in such security); or (6) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrowers, by money judgment or otherwise, to the extent of any loss, damage (excluding consequential damages), cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:
(i) fraud or intentional misrepresentation by Borrowers or Mortgage Borrower in connection with the Loan;
(ii) the willful misconduct of Borrowers or Mortgage Borrower;
(iii) the breach of any covenant or indemnification provision in the Environmental Indemnity or in the Security Instrument by Mortgage Borrower concerning environmental laws, hazardous substances and asbestos and any indemnification therein;
(iv) the intentional removal or disposal of any portion of the Collateral after an Event of Default;
(v) the failure to maintain the Policies in full force and effect pursuant to the terms and provisions of Section 8; or
(vi) any physical damage to the Property caused by intentional waste committed by Borrowers, Mortgage Borrower or any Affiliate thereof.
Recourse Limitations. The personal liability of Borrowers to pay the amounts due under the Note shall be limited to Borrowers’ interest in the Collateral (as defined in the Loan Agreement) and in any other collateral given to Lender subject to the provisions of Section 21(q) of the Loan Agreement.
Recourse Limitations. Notwithstanding anything to the contrary contained herein, in no event shall Lender have any recourse to any partner, shareholder, officer, director, employee or agent of Guarantor for any liability of the Guaranteed Obligations or any representations, warranties or other covenants made by Guarantor in this Guaranty.
Recourse Limitations. All of the terms and provisions of this Agreement are joint and several recourse obligations of each Indemnitor and not restricted by any limitation on personal liability set forth in any of the other Loan Documents; provided, however, that notwithstanding the foregoing or anything else to the contrary contained herein, the maximum aggregate amount of the Indemnitors' aggregate liability hereunder shall not exceed the Obligations.
Recourse Limitations. Notwithstanding anything to the contrary contained in Paragraphs 8 or 9 of this Note or elsewhere in the Documents (but subject to Section 10.01 of the Instrument), recourse against Borrower under the Documents is limited solely to the assets of Borrower and the fee estate of Ground Lessor in the Property, and (i) no member or partner of ▇▇▇▇▇▇▇▇ , (ii) no person owning, directly or indirectly, any legal or beneficial interest in a member or partner of ▇▇▇▇▇▇▇▇, (iii) no partner, manager, principal, officer, controlling person, beneficiary, trustee, real estate investment advisor, or other similar fiduciary, shareholder, employee, agent, affiliate or director of any person described above, and (iv) none of their respective successors and assigns (individually, an “Exculpated Party”), shall have any personal liability for the payment or performance of any of the Obligations.
Recourse Limitations. (a) If the Share Purchase is consummated, recovery from the Indemnity Escrow Fund shall constitute the sole and exclusive source of Indemnifiable Damages against the Indemnifying Parties under this Agreement for Indemnifiable Damages for the matters listed in clauses (i) and (ii) of Section 9.2(a), except with respect to (A) any failure of any of the representations and warranties of the Company contained in Section 2.1 (Organization, Standing, Power and Subsidiaries), Section 2.2 (Capital Structure), Section 2.3 (Authority; Non-contravention), Section 2.10 (Taxes) or Section 2.16 (No Brokers) to be true and correct, or of the Company contained in any certificate delivered to Parent or Acquirer pursuant to this Agreement that are within the scope of those covered by the foregoing Sections to be true and correct as aforesaid, (B) any Fraud in connection with any representation or warranty of the Company contained in this Agreement, and (C) any failure of any representation or warranty made by a Company Shareholder in their personal capacity to be true and correct ((A), (B) and (C) collectively, the “Special Representations” and together with clauses (iii)-(vi) of Section 9.2(a), the “Fundamental Claims”), and