Common use of Limitation of Recourse Clause in Contracts

Limitation of Recourse. The Tenant acknowledges that, notwithstanding any other provision contained in this Lease, the obligations of and rights against the Landlord under this Lease shall be performed, satisfied and paid only out of and enforced against, and recourse hereunder MORGUARD February 2005 - Net Office, Multi-Tenant (General Application) shall be had only after judgment and only against, the right, title and interest of the Landlord from time to time in, and the Landlord's revenue derived from, the Project. No obligation of the Landlord hereunder or in respect hereof is personally binding upon, nor shall any resort or recourse be had, judgment issued or execution or other process levied against, the Landlord (except to the extent necessary for enforcement under the first sentence of this Section 15.09 and only for that purpose), or against any other assets or revenues of the Landlord. The only remedy against the Landlord shall be an action for damages, except that if the Tenant is of the opinion that any consent requested pursuant to Article 12.00 hereof has been wrongfully withheld, its remedies are as set out in Section 12.02. If the Landlord is, or this Lease is assigned by the Landlord to, a real estate investment trust ("REIT"), the parties acknowledge and agree that the obligations of the REIT hereunder and under all documents delivered pursuant hereto (and all documents to which this document may be pursuant) or which give effect to, or amend or supplement, the terms of this Lease are not personally binding upon any trustee thereof, any registered or beneficial holder of units (a "Unitholder") or any annuitant under a plan of which a Unitholder acts as a trustee or carrier, or any officers, employees or agents of the REIT and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but the Project only shall be bound by such obligations and recourse or satisfaction may only be sought from the revenue of the Project.

Limitation of Recourse. The Tenant acknowledges that(a) Following the Closing, notwithstanding the indemnification provided by Sections 9.02 and 9.03 above shall be the sole and exclusive remedy for any other provision contained Losses of the Buyer, the Buyer Indemnified Parties, the Company or its Subsidiaries with respect to any misrepresentation or inaccuracy in, or breach of, any representations or warranties or any breach or failure in performance of any covenants or agreements made by the Company or the Shareholders in this LeaseAgreement, the obligations of and rights against the Landlord under this Lease shall be performed, satisfied and paid only out of and enforced against, and recourse hereunder MORGUARD February 2005 - Net Office, Multi-Tenant (General Application) shall be had only after judgment and only against, the right, title and interest of the Landlord from time to time in, and the Landlord's revenue derived from, the Project. No obligation of the Landlord hereunder or in any exhibits or schedules hereto or any certificate delivered hereunder, except in the case of fraud. In no event shall the Buyer or the Buyer Indemnified Parties be entitled to recover or make a claim for any amounts in respect hereof is personally binding uponof lost profits or punitive damages, nor shall any resort or recourse be had, judgment issued or execution or other process levied against, the Landlord (except to the extent necessary for enforcement such damages are recovered by a third party from the Buyer or the Buyer Indemnified Parties, and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses. (b) Neither the Buyer, its successors or permitted assigns shall be entitled to claim or seek any rescission of the transactions consummated under this Agreement. (c) The Buyer, the first sentence of this Section 15.09 Company, its Subsidiaries and only for that purpose)their respective successors and permitted assigns, hereby waive any right to seek and covenant not to seek contribution or other recovery from any officer, director, or against any other assets employee (present or revenues former) of the LandlordCompany or its Subsidiaries, in his or her capacity as an officer, director or employee but not in his or her capacity as a holder of Shares, that any of them may now or in the future have under any Environmental Law. The only remedy against Buyer, the Landlord shall be an action for damagesCompany, except that if the Tenant is its Subsidiaries and their respective successors and permitted assigns hereby release all officers, directors and employees (present or former) of the opinion Company and its Subsidiaries, in his or her capacity as an officer, director or employee but not in his or her capacity as a holder of Shares, from any and all such claims, demands and causes of action that any consent requested pursuant to Article 12.00 hereof has been wrongfully withheld, its remedies are as set out of them may now or in Section 12.02. If the Landlord is, or this Lease is assigned by the Landlord to, a real estate investment trust ("REIT"), the parties acknowledge and agree that the obligations of the REIT hereunder and future have under all documents delivered pursuant hereto (and all documents to which this document may be pursuant) or which give effect to, or amend or supplement, the terms of this Lease are not personally binding upon any trustee thereof, any registered or beneficial holder of units (a "Unitholder") or any annuitant under a plan of which a Unitholder acts as a trustee or carrier, or any officers, employees or agents of the REIT and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but the Project only shall be bound by such obligations and recourse or satisfaction may only be sought from the revenue of the ProjectEnvironmental Laws.

Limitation of Recourse. The Tenant acknowledges that, notwithstanding any other provision contained in this Lease, the obligations of and rights against the Landlord under this Lease shall be performed, satisfied and paid only out of and enforced against, and recourse hereunder MORGUARD February 2005 - Net Office, Multi-Tenant (General Application) shall be had only after judgment and only against, the right, title and interest of the Landlord from time to time in, and the Landlord's revenue derived from, the Project. No obligation of the Landlord hereunder or in respect hereof is personally binding upon, nor shall any resort or recourse be had, judgment issued or execution or other process levied against, the Landlord (except to the extent necessary for enforcement under the first sentence of this Section 15.09 and only for that purpose), or against any other assets or revenues of the Landlord. The only remedy against the Landlord shall be an action for damages, except that if the Tenant is of the opinion that any consent requested pursuant to Article 12.00 hereof has been wrongfully withheld, its remedies are as set out in Section 12.02. If the Landlord is, or this Lease is assigned by the Landlord to, a real estate investment trust ("REIT"), the The parties acknowledge and agree that the obligations of the REIT Morguard Real Estate Investment Trust hereunder and under all documents delivered pursuant hereto (and all documents to which this document may be pursuant) or which give effect to, or amend or supplement, the terms of this Lease are not personally binding upon any trustee thereofhereof, any registered or beneficial holder of units (a "Unitholder") or any annuitant under a plan of which a Unitholder acts as a trustee or carrier, or any officers, employees or agents of the REIT Morguard Real Estate Investment Trust and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but the Project only shall be bound by such obligations and recourse or satisfaction may only be sought from the revenue of the Project.

Limitation of Recourse. The Tenant acknowledges that(a) Following the Closing, notwithstanding except with respect to claims based upon fraud, the indemnification provided by Section 10.02(a) shall be the sole and exclusive remedy for any other provision Losses of any Person entitled to indemnification hereunder with respect to any misrepresentation or inaccuracy in, or breach of, any representations or warranties or any breach or failure in performance of any covenants or agreements in this Agreement or in any exhibit or schedules hereto or any certificate delivered hereunder. In no event shall any Person be entitled to recover or make a claim for any amounts in respect of lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (b) Except as provided in Section l0.02(a) or Section 10.02(b), no claim shall be brought or maintained by any Person entitled to indemnification hereunder against any officer, director or employee (present or former) of the Company or any of its Subsidiaries, the Representative or any Seller, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants set forth or contained in this LeaseAgreement or any exhibit or schedule hereto or any certificate delivered hereunder, the obligations of and rights against the Landlord under this Lease shall be performed, satisfied and paid only out of and enforced against, and recourse hereunder MORGUARD February 2005 - Net Office, Multi-Tenant (General Application) shall be had only after judgment and only against, the right, title and interest of the Landlord from time to time in, and the Landlord's revenue derived from, the Project. No obligation of the Landlord hereunder or in respect hereof is personally binding upon, nor shall any resort or recourse be had, judgment issued or execution or other process levied against, the Landlord (except to the extent necessary for enforcement under that the first sentence same shall have been the result of this Section 15.09 and only for that purpose), or against fraud by any other assets or revenues of the Landlordsuch Person. The only remedy against the Landlord shall be an action for damages, except that if the Tenant is of the opinion that any consent requested pursuant to Article 12.00 hereof has been wrongfully withheld, its remedies are as set out in Section 12.02. If the Landlord is, or this Lease is assigned by the Landlord to, a real estate investment trust ("REIT"), the parties acknowledge and agree that the obligations of the REIT hereunder Sellers for all purposes under this Agreement are several and not joint and several (based on the Sellers' Indemnification Share), and in no event shall any Seller, the Representative or any present or former officer, director or employee of the Company or its Subsidiaries have any shared or vicarious liability for the actions or omissions of any other Person. (c) The Buyer, the Company, its Subsidiaries and their respective successors and permitted assigns, hereby waive any right to seek contribution or other recovery from any Seller (or any of their respective officers, directors or employees (present or former)) that any of them may now or in the future have under any Environmental Laws (including the Comprehensive Environmental Response, Compensation, and Liability Act, any analogous state law, and any common law providing for any remedy or right of recovery with respect to environmental matters). The Buyer, the Company, its Subsidiaries and their respective successors and permitted assigns hereby release all documents delivered pursuant hereto Sellers (or any of their respective officers, directors or employees (present or former)) from any and all documents such claims, demands and causes of action that any of them may now or in the future have under such Environmental Laws. Nothing in this Section 10.03(c) shall limit in any way any rights to indemnification that any Buyer Indemnitee may have pursuant to Section 10.02 above. (d) The Buyer shall have no right to assert any claims with respect to any Loss, cause of action or other claim to the extent it is a Loss, cause of action or claim with respect to which this document may be pursuant) or which give effect to, or amend or supplement, the terms of this Lease are not personally binding upon any trustee thereof, any registered or beneficial holder of units (a "Unitholder") Buyer or any annuitant under a plan of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which a Unitholder acts as a trustee such matter is asserted or carrier, or any officers, employees or agents of the REIT and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but the Project only shall be bound by such obligations and recourse or satisfaction may only be sought from the revenue of the Projectpayable.

Limitation of Recourse. The Tenant acknowledges that, notwithstanding any other provision contained in this Lease, the obligations of and rights against the Landlord under this Lease shall be performed, satisfied and paid only out of and enforced against, and recourse hereunder MORGUARD February 2005 - Net Office, Multi-Tenant (General Application) shall be had only after judgment and only against, the right, title and interest of the Landlord from time to time in, and the Landlord's ’s revenue derived from, the Project including without limitation, the rents and other sums received or receivable from the Project and any consideration received or receivable by the Landlord from the sale, transfer, or conveyance of all or any part of the Landlord’s interest in the Project, property insurance and rental income insurance paid or available to the Landlord. No obligation of the Landlord hereunder or in respect hereof is personally binding upon, nor shall any resort or recourse be had, judgment issued or execution or other process levied against, the Landlord (except to the extent necessary for enforcement under the first sentence of this Section 15.09 and only for that purpose), or against any other assets or revenues of the Landlord. The only remedy against the Landlord shall be an action for damages, except that if the Tenant is of the opinion that any consent requested pursuant to Article 12.00 hereof has been wrongfully withheld, its remedies are as set out in Section 12.02. If the Landlord is, or this Lease is assigned by the Landlord to, a real estate investment trust ("“REIT"”), the parties acknowledge and agree that the obligations of the REIT hereunder and under all documents delivered pursuant hereto (and all documents to which this document may be pursuant) or which give effect to, or amend or supplement, the terms of this Lease are not personally binding upon any trustee thereof, any registered or beneficial holder of units (a "“Unitholder"”) or any annuitant under a plan of which a Unitholder acts as a trustee or carrier, or any officers, employees or agents of the REIT and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but and the obligations of and rights against the REIT under this Lease shall be enforced against and recourse hereunder shall be had only after judgment and only against, the right, title and interest of the REIT from time to time in, and from the REIT’s revenue derived from the Project only shall be bound by such obligations including without limitation, the rents and recourse other sums received or satisfaction may only be sought receivable from the revenue Project and any consideration received and receivable by the REIT from the sale, transfer, or conveyance of all or any part of the REIT’s interest in the Project, property insurance and rental income insurance paid or available to the REIT.

Limitation of Recourse. The Tenant acknowledges that, notwithstanding any other provision contained in this Lease, the obligations of and rights against the Landlord under this Lease shall be performed, satisfied and paid only out of and enforced against, and recourse hereunder MORGUARD February 2005 - Net Office, Multi-Tenant (General Application) shall be had only after judgment and only against, the right, title and interest of the Landlord from time to time in, and the Landlord's ’s revenue derived from, the Project. No obligation of the Landlord hereunder or in respect hereof is personally binding upon, nor shall any resort or recourse be had, judgment issued or execution or other process levied against, the Landlord (except to the extent necessary for enforcement under the first sentence of this Section 15.09 15.07 and only for that purpose), ) or against any other assets or revenues of the Landlord. The only remedy against the Landlord shall be an action for damages, except that if the Tenant is of the opinion that any consent requested pursuant to Article 12.00 hereof has been wrongfully withheld, its remedies are as set out in Section 12.02. If the Landlord is, or this Lease is assigned by the Landlord to, a real estate investment trust ("“REIT"”), the parties acknowledge and agree that the obligations of the REIT hereunder and under all documents delivered pursuant hereto (and all documents to which this document may be pursuant) or which give effect to, or amend or supplement, the terms of this Lease are not personally binding upon any trustee thereof, any registered or beneficial holder of units (a "“Unitholder"”) or any annuitant under a plan of which a Unitholder acts as a trustee or carrier, or any officers, employees or agents of the REIT and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but the Project only shall be bound by such obligations and recourse or satisfaction may only be sought from the revenue of the Project.

Limitation of Recourse. The Tenant acknowledges that, notwithstanding any other provision contained in this Lease, the obligations of and rights against the Landlord under this Lease shall be performed, satisfied and paid only out of and enforced against, and recourse hereunder MORGUARD February 2005 - Net Office, Multi-Tenant (General Application) shall be had only after judgment and only against, the right, title and interest of the Landlord from time to time in, and the Landlord's ’s revenue derived from, the Project. No obligation of the Landlord hereunder or in respect hereof is personally binding upon, nor shall any resort or recourse be had, judgment issued or execution or other process levied against, the Landlord (except to the extent necessary for enforcement under the first sentence of this Section 15.09 and only for that purpose), or against any other assets or revenues of the Landlord. The only remedy against the Landlord shall be an action for damages, except that if the Tenant is of the opinion that any consent requested pursuant to Article 12.00 hereof has been wrongfully withheld, its remedies are as set out in Section 12.02. If the Landlord is, or this Lease is assigned by the Landlord to, a real estate investment trust ("“REIT"”), the parties acknowledge and agree that the obligations of the REIT hereunder and under all documents delivered pursuant hereto (and all documents to which this document may be pursuant) or which give effect to, or amend or supplement, the terms of this Lease are not personally binding upon any trustee thereof, any registered or beneficial holder of units (a "“Unitholder"”) or any annuitant under a plan of which a Unitholder acts as a trustee or carrier, or any officers, employees or agents of the REIT and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but the Project only shall be bound by such obligations and recourse or satisfaction may only be sought from the revenue of the Project.