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. 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. 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:
Recourse Limitations. Notwithstanding anything to the contrary contained herein, in no event shall Lenders 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. (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
Recourse Limitations. Notwithstanding anything to the contrary contained herein, (a) 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, and (b) upon the consummation of any enforcement action by Junior Mezzanine Lender resulting in the interests in each Borrower no longer being vested in Junior Mezzanine Borrower, Guarantor shall not have any obligation hereunder with respect to matters arising solely out of acts taking place following such vesting of interest.
Recourse Limitations. (a) Notwithstanding anything contained herein to the contrary, no Indemnified Person may make a claim for any cash from the Escrow Fund in respect of any claim for indemnification that is made pursuant to clause (i) and (ii) of the first sentence of Section 8.1 (and that does not involve fraud by any Person) unless and until an Officer’s Certificate (defined below) describing Indemnifiable Damages (other than Indemnifiable Damages in respect of clause (viii) of the first sentence of Section 8.1) in an aggregate amount greater than $50,000 (the “Threshold”) has been delivered, in which case the Indemnified Person may make claims for indemnification and may receive cash from the Escrow Fund for all Indemnifiable Damages (including the amount of the Threshold).
Recourse Limitations a. If the Merger is consummated, an amount equal to the amount of the Escrow Cash deposited in the Escrow Fund by Acquiror pursuant to Section 1.13 shall be the cap for recovery by an Indemnified Person pursuant to the indemnity obligations under this Agreement or other agreement, certificate or instrument executed or delivered pursuant to this Agreement (excluding any remedies of Acquiror under the Employment Agreements), except: (i) in the case of fraud or intentional misrepresentation made with intention to deceive by any Person; (ii) in the case of any failure of any of any of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Capitalization), Section 2.4 (Due Authorization; Noncontravention) or Section 2.15 (Tax Returns and Payments) (collectively, the “Fundamental Representations”) to be true and correct; (iii) in the case of any breach of any of the covenants of the Company, except for unintentional breaches of covenants; or (iv) the matters listed in clause (vi) of the first sentence of Section 8.1 (the matters set forth in the foregoing clauses (i) through (iv) of this Section 8.2(a), collectively, the “Special Matters”). Any claim for indemnification shall be satisfied first from the Escrow Fund. With respect to claims for indemnification regarding Special Matters, after the Escrow Fund has been exhausted (or otherwise only contains an amount or amounts in respect of a pending claim or claims), each Effective Time Holder shall indemnify the Indemnified Persons up to such holder’s Pro Rata Percentage of the amount of any Indemnifiable Damages resulting therefrom. Notwithstanding anything to the contrary in this Section 8.2(a), the maximum liability of any Effective Time Holder for Indemnifiable Damages under this ARTICLE VIII shall be limited to an amount equal to fifty percent (50%) of the portion of the Total Merger Consideration received by such Effective Time Holder pursuant to this Agreement; provided, that for claims arising out of any fraud or intentional misrepresentation (in each case, made with intention to deceive) by a particular Effective Time Holder, such Effective Time Holder shall be liable for any such claim solely with respect to such Effective Time Holder’s fraud or intentional misrepresentation (in each case, made with intention to deceive) in its entirety, and there shall be no cap with respect to such Effective Time Holder on such claims.
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.
