Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of Borrower), the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.17, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally. In no event shall any person have any claim against: (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”). The Agent and the Banks have agreed to the terms of this §32 solely based upon the representation and covenant of Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets. Notw...
Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Guarantor, the general partner of the Borrower whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) Guarantor's interest and rights in the Borrower (as a general partner, limited partner or otherwise), (ii) the cash and Short-term Investments of Guarantor and the property described in Schedule 6.29 hereto, (iii) any other assets which Guarantor may now own or hereafter acquire with the consent of Agent pursuant to Section 7.17, (iv) all documents and agreements in favor of Guarantor in connection with any of the foregoing, (v) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action, and (vi) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the "Existing Assets"), and in no event shall the obligation of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally. The Agent and the Banks have agreed to the terms of this Section 32 (a) solely based upon the representation and covenant of Borrower and Guarantor that Guarantor does not and will not own any assets other than the Existing Assets, (b) for the limited purpose of allowing Borrower to claim that the Loans are not recourse to Guarantor as a partner of the Borrower within the meaning of IRS Letter Ruling 199906025 (November 17, 1998), and (c) with the agreement of Borrower and Guarantor that the Agent and the Banks shall at all times have full recourse to all assets of Guarantor. Notwithstanding anything in this Section 32 to the contrary, it is the intent of this Agreement and the Loan Documents that Agent and the Banks have full recourse at all times to Guarantor, as a Guarantor and as general partner of Borrower, and to all of its assets at all times, and the foregoing limitation on liability and recourse to Guarantor (as a Guarantor or general partner of Borrower) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against Guarantor, individually and in its capacity as general partner of Borrower, and to all of its assets in the event that Guarantor shall now or at any time hereafter own any asset other than or...
Trust Exculpation. This Agreement and all documents, agreements, understandings and arrangements relating hereto have been entered into or executed on behalf of the Trust by the undersigned in his capacity as a trustee or officer of the Trust, which has been formed as a Maryland real estate investment trust pursuant to a declaration of trust of the Trust dated as of September 15, 1993, as amended and restated, and not individually. No shareholder of the Trust shall be bound or have any personal liability hereunder or thereunder by virtue of their capacity as a shareholder.
Trust Exculpation. All persons having a claim against the Guarantor, the general partner of the Debtor whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is subject hereof shall look solely to the trust assets of the trust, and in no event shall the obligations of the Guarantor be enforceable against any shareholder, trustee, officer, employee or agent of the Guarantor personally.
Trust Exculpation. This Agreement and all documents, agreements, understandings and arrangements relating hereto have been entered into or executed on behalf of the Trust by the undersigned in his capacity as a trustee or officer of the Trust, which has been formed as a Maryland real estate investment trust pursuant to a declaration of trust of the Trust dated as of September 15, 1993, as amended and restated, and not individually, and neither the trustees, officers nor shareholders of the Trust shall be bound or have any personal liability hereunder or thereunder. The Underwriters shall look solely to the assets of the Trust for satisfaction of any liability of the Trust with respect to this Agreement and all documents, agreements, understandings and arrangements relating hereto and will not seek recourse or commence any action against any of the trustees, officers or shareholders of the Trust or any of their personal assets for the performance or payment of any obligation hereunder or thereunder. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed copies hereof, whereupon it will become a binding agreement by and among the Trust, the Operating Partnership and the several Underwriters in accordance with its terms. Very truly yours, GLIMCHER REALTY TRUST By:/s/ Herbert Glimcher ----------------------------- Its: Chairman ----------------------------- GLIMCHER PROPERTIES LIMITED PARTNERSHIP By: Glimcher Properties Corporation, its general partner By:/s/ Herbert Glimcher ----------------------------- Its: Chairman ----------------------------- The foregoing Agreement is hereby confirmed and accepted by us in Cleveland, Ohio, acting on our own behalf and as the Representative of the several Underwriters named on Schedule A annexed hereto, as of the date first above written. McDONALD INVESTMENTS INC. LEGG MASON WOOD WALKER, INCORPOXXXXD Xx Xxxxxxexxxxxxes of the Several Underwriters By: McDONALD INVESTMENTS INC. By:/s/ Vic Faris -------------------------------- Managing Director SCHEDULE A UNDERWRITERS Number of Shares to Underwriter be Purchased ----------- ----------------- McDonald Investments Inc...................... 2,475,000 Legg Mason Wood Walker, Inc. ................. 2,475,000 J.J.B. Hilliard, W.L. Lyons, Inc.............. 75,000 Raymond James & Associates, Inc............... 75,000 Tucker Anthony Incorporated................... 75,000 Total ...................... 5,175,000
Trust Exculpation. This Amendment is executed by the undersigned trustee, not personally, but solely as trustee, and it is expressly understood and agreed by the parties hereto that each and all of the covenants, undertakings, representations, and agreements herein made, are made and intended, not as personal covenants, undertakings, representations, and agreements of the trustee individually, but this Amendment is executed and delivered by the trustee solely in the exercise of the powers conferred upon it as such trustee, and no personal liability or responsibility is assumed by, nor shall at any time be asserted or enforced against said bank or the beneficiaries of said trustee on account hereof, all such personal liability being hereby expressly waived and released by the parties hereto, and by all persons claiming by, through, or under said parties. It is expressly understood and agreed that any claims by the Tenant against the Landlord in case of default by Landlord in the performance of its obligations under the Lease or this Agreement shall be payable out of and only out of the trust estate.
Trust Exculpation. 59 EXHIBITS AND SCHEDULES EXHIBIT A - FORM OF NOTE EXHIBIT B - FORM OF REQUEST FOR LOAN EXHIBIT C - FORM OF COMPLIANCE CERTIFICATE EXHIBIT D - ORIGINAL NOTES SCHEDULE 1 - BANKS AND COMMITMENTS SCHEDULE 6.7 - LITIGATION SCHEDULE 6.15 - AFFILIATE TRANSACTIONS SCHEDULE 6.18 - ENVIRONMENTAL MATTERS SCHEDULE 6.19 - SUBSIDIARIES AND JOINT VENTURES OF THE BORROWER AND GUARANTOR SCHEDULE 6.22 - AGREEMENTS SCHEDULE 6.29 - PROPERTY OF GUARANTOR
Trust Exculpation. Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of the Company), the general partner of the Company whose signature is affixed hereto as said general partner, hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in the Company (as a general partner or limited partner),
Trust Exculpation. 49 Section 33.
Trust Exculpation. This Agreement and all documents, agreements, understandings and arrangements relating hereto have been entered into or executed on behalf of the Trust by the undersigned in his capacity as a trustee or officer of the Trust, which has been formed as a Maryland real estate investment trust pursuant to a declaration of trust of the Trust dated as of June 17, 1992, as amended and restated, and not individually, and neither the trustees, officers nor shareholders of the Trust shall be bound or have any personal liability hereunder or thereunder. The Underwriter shall look solely to the assets of the Trust for satisfaction of any liability of the Trust with respect to this Agreement and all documents, agreements, understandings and arrangements relating hereto and will not seek recourse or commence any action against any of the trustees, officers or shareholders of the Trust or any of their personal assets for the performance or payment of any obligation hereunder or thereunder.
