Full Recourse Liability Sample Clauses

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Full Recourse Liability. Notwithstanding the provisions of Section 8.01 of this Instrument, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for all sums due under the Note, the Obligations, and all obligations set forth in the Loan Documents if: (a) there shall be any breach or violation of Article V of this Instrument; or (b) there shall be any fraud or material misrepresentation by any of the Exculpated Parties in connection with the Collateral, the Loan Documents, the Loan Application, or any other aspect of the Loan; or (c) the Collateral or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which (A) results in the entry of an order for relief against Debtor or the Collateral which is not fully stayed within seven (7) business days after the entry thereof, or (B) is not dismissed within ninety (90) days of filing; provided, however, that this Section 8.02(c) shall not apply if an involuntary bankruptcy is filed by Secured Party.
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Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for the Obligations if: (a) there shall be any breach or violation of Article V of the Instrument (the amount of such personal liability under this Paragraph 9(a), however, shall be limited to the actual losses suffered by Lender because of such breach); or (b) there shall be any actual, but not constructive fraud, in connection with the Loan by any of the Exculpated Parties in connection with the Property, the Documents, the Loan application, or any other aspect of the Loan; or (c) the Property shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing (which Borrower has participated in causing to be filed or respecting which Borrower has colluded with a creditor or a principal in Borrower to cause such involuntary proceeding to be filed); provided, however, that this Paragraph 9(c) shall not apply if an involuntary bankruptcy is filed by Lend▇▇.
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Full Recourse Liability. The Owner has full recourse and personal liability for all of its obligations under this Supplemental Agreement and the other Note Documents. In particular and not in limitation of the foregoing, (i) Mizuho (or the Trustee or Noteholder, as applicable) shall retain all rights which Mizuho (or the Trustee or Noteholder, as applicable) may have under Sections 506(a), 506(b), 111l(b), as amended, or any other provisions of the United States Bankruptcy Code to file a claim for the full amount of the obligations secured by the Collateral or to require that all collateral required pursuant to the Note Documents continue to secure all of the Obligations in accordance with the Note Documents and (ii) the Owner agrees and acknowledges that it shall continue to be liable for the payment of the Obligations in the event an Event of Bankruptcy shall occur with respect to the Owner.
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Full Recourse Liability. Notwithstanding the provisions of Section 8.01 of this Agreement, BORROWER SHALL HAVE PERSONAL LIABILITY for the Obligations if:
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Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the RECOURSE PARTIES SHALL HAVE JOINT AND SEVERAL PERSONAL LIABILITY for all indebtedness evidenced by this Note and all Obligations set forth in the Documents if: (a) there shall be any breach or violation of Article V of the Instrument; or (b) there shall be any fraud or material misrepresentation by any of the Recourse Parties in connection with the Property, the Documents, the Loan Application, or any other aspect of the Loan; or (c) the Property or any part thereof shall become an asset in (i) a voluntary bankruptcy or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency proceeding which is not dismissed within ninety (90) days of filing; provided, however, that this Paragraph 9(c) shall not apply if (A) an involuntary bankruptcy is filed by Lender, or (B) the involuntary filing was initiated by a third-party creditor independent of any collusive action, participation or collusive communication by (1) ▇▇▇▇▇▇▇▇, (2) any partner, shareholder or member of Borrower or ▇▇▇▇▇▇▇▇’s general partner or managing member, or (3) any of the Recourse Parties; or (d) any of the Recourse Parties (i) enters into a Lease with a Major Tenant, (ii) enters into an amendment or termination of any Lease with a Major Tenant, or (iii) accepts the termination, cancellation or surrender of any Lease with a Major Tenant, in breach of the leasing restrictions set forth in Section 7 of the Assignment; provided, however, that, in such event, such liability shall be limited to the Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, except that in the event that the damages suffered or incurred by Lender as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above exceeds the amount of such Crossed Loan (or Crossed Loans) applicable to the Individual Property (or Individual Properties) in which the Lease is located, then the Recourse Parties shall have joint and several personal liability for all such damages suffered or incurred by ▇▇▇▇▇▇ as a result of any of the Recourse Parties taking any such action described in clauses (i), (ii) or (iii) above.
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Full Recourse Liability. Borrower and Guarantor shall become personally liable, jointly and severally, for the entire amount of the Loan (including all principal, interest and other charges associated therewith) and performance under the Loan Documents in the event that: (A) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant governing the placing of secondary financing pursuant to Sections 4.11(a)(ix), 7.1(k) or 8.1(g) of this Agreement, (B) Borrower or any Person having a direct or indirect interest in Borrower violates the covenant restricting Dispositions pursuant to Article VII of this Agreement, (C) any of the Borrower Parties files a petition in bankruptcy or for the appointment of a receiver, or commences under any bankruptcy or insolvency law, proceedings for any Borrower Parties’ relief or for the compromise, extension, arrangement or adjustment of Borrower Parties’ obligations, (D) there is filed against any of the Borrower Parties a petition in bankruptcy or for the appointment of a receiver, or there is commenced under any bankruptcy or insolvency law, proceedings for Borrower Parties’ relief, or for the compromise, extension, arrangement or adjustment of any of the Borrower Parties’ obligations resulting from a breach of the Loan Documents or any of the Borrower Parties collusion in an involuntary bankruptcy proceeding filed against any of the Borrower Parties which is not dismissed within ninety (90) days after the filing of same, (E) there is filed against Borrower any claim by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws that is based on (i) the Loan being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the Loan being deemed a preferential transfer, (F) in the event any Borrower Parties or any affiliate thereof challenges or disputes the validity or enforceability of any of the provisions of the Loan Documents following a Material Default, seeks to delay or impair the enforcement of Lender’s remedial rights under the Loan Documents following a Material Default under the Loan Documents, or challenges the validity, enforceability or first priority of the liens and security interests securing payment of amounts owing or payable under the terms of the Loan Documents (unless prior to such challenge Borrower has either commenced turning over all revenue (including any security deposits) from the Property or Borrower has cooperated with the appointment of a recei...
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Full Recourse Liability. Notwithstanding the foregoing, CHT REIT’s liability under this Agreement shall be fully recourse and is expressly not subject to, or limited by, any limitations on CHT REIT’s liability set forth in the Loan Agreement or in any of the Recourse Documents (as such term is defined in the Loan Agreement), and CHT REIT agrees and acknowledges that Lender is relying upon the full recourse nature of this Agreement in making the Loan to Borrowers.
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Full Recourse Liability. NOTWITHSTANDING ANY PROVISION OF THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS TO THE CONTRARY, INDEMNITORS’ ARE FULLY AND PERSONALLY, JOINTLY AND SEVERALLY, LIABLE FOR ALL OBLIGATIONS UNDER THIS AGREEMENT. SUCH LIABILITY IS NOT LIMITED TO THE ORIGINAL OR AMORTIZED PRINCIPAL BALANCE OF THE LOAN OR THE VALUE OF THE PROPERTY. Indemnified Parties shall have the right to proceed immediately against each Indemnitor under this Environmental Indemnity, without being required first to attempt recovery from Borrower or any other party or to ▇▇▇ on the Note or any of the other Loan Documents and without demonstrating that the collateral for the Loan is inadequate security or that Lender has exercised (to any degree) or exhausted any of Lender’s other rights and remedies.
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Full Recourse Liability. Notwithstanding the provisions of Paragraph 8 of this Note, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for the Obligations if: (a) there shall be any breach or violation of Article V of the Instrument;
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Related to Full Recourse Liability

  • Nonrecourse Liabilities For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.

  • Excess Nonrecourse Liabilities Pursuant to, and to the extent relevant under, Section 1.752-3(a)(3) of the Regulations, Members’ interests in the Company profits for purposes of determining the Members’ proportionate shares of the excess nonrecourse liabilities (as defined in Section 1.752-3(a)(3) of the Regulations) of the Company shall be determined in accordance with their respective Percentage Interests.

  • Minimum Gain Chargeback (Nonrecourse Liabilities) Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2 (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • Limited Recourse and Non-Petition Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of each IP Party from time to time and at any time hereunder are limited recourse obligations of such IP Party and are payable solely from its assets available at such time and amounts derived therefrom and following realization of its assets, and application of the proceeds thereof in accordance with this Agreement, all obligations of and any remaining claims against such IP Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or incorporator of any IP Party or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Agreement, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the discharge of all Secured Obligations, institute against, or join any other Person in instituting against, any IP Party any bankruptcy, winding up, reorganization, restructuring, arrangement, insolvency, moratorium or liquidation (including provisional liquidation) proceedings, or other proceedings under any Bankruptcy Laws. Nothing in this Section 8.16 shall preclude, or be deemed to estop, any Obligor from taking any action prior to the expiration of the aforementioned period in any proceedings under any Bankruptcy Laws filed or commenced by any other non-affiliated Person, or from commencing against any IP Party or any of its properties any legal action which is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, restructuring or liquidation (including provisional liquidation) proceedings or any equivalent proceedings. It is understood that the foregoing provisions of this Section 8.16 shall not (A) prevent recourse to the assets of an IP Party for the sums due or to become due under the Transaction Documents or (B) constitute a waiver, release or discharge of any obligation hereunder until the assets of such IP Party have been realized. It is further understood that the foregoing provisions of this Section 8.16 shall not limit the right of any Person to name an IP Party as a party defendant in any proceeding under any Bankruptcy Laws or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person. The provisions of this Section 8.16 shall survive the termination of this Agreement.