Limited Recourse. Each party hereto agrees that notwithstanding anything to the contrary contained in this Amendment, the obligations of the SPV under this Amendment are solely the corporate obligations of the SPV and shall be payable solely to the extent of funds available to the SPV to satisfy such obligation in accordance with the Priority of Payments and to the extent that such funds are insufficient, any undischarged claims shall be extinguished.
Limited Recourse Against Debtor. Notwithstanding any other provision of this Agreement, each of the parties hereto hereby agrees that any obligations of the Debtor under this Agreement are limited recourse obligations of the Debtor, payable solely from the Collateral in accordance with [Sections 9.1(a) and 6.4]4] of the Credit Agreement, and following realization of the Collateral, all obligations of the Debtor under this Agreement and any claims of a party hereto against the Debtor shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, general partner, manager, member, employee, stockholder or incorporator of the Debtor or its successors or assigns for any amounts payable under this Agreement. The provisions of this [Section 10(k)] shall survive the expiration or termination of this Agreement.
Each of the Sellers, the Centralising Unit, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS and the Agent:
Recourse. Any claim against Newco that may arise under this Agreement or otherwise in connection with this Agreement shall be made only against and shall be limited to Newcos assets, and any rights to proceed otherwise against the Members, either individually or collectively, or against any such Members or Members assets, as a result of any claim or any obligation arising therefrom, are hereby waived.
Joint and Several Liability and Limited Recourse. Subject to limitations on recourse contained in [Section 6.2] of the Loan Agreement, all of the Borrower Entities and any other persons and entities encompassed by the term “Borrower” shall be jointly and severally liable for the obligations, covenants, warranties and representations of the Borrower hereunder. Except as otherwise specifically and explicitly provided herein, all waivers, acknowledgments, consents, approvals, representations, warranties, and other actions given, taken or agreed upon by the Borrower hereunder shall be considered to be given or taken or agreed upon by each Borrower Entity individually and by all of the Borrower Entities collectively, and shall be binding upon the Borrower Entities jointly and severally and their respective successors and assigns.
Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a named Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named Party in this Agreement), # no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named Party to this Agreement and # no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, BRPA or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Recourse Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan # becomes full recourse to the Mortgagor and guarantor (which is a
Limited SARs. The Committee may grant SARs exercisable only upon or in respect of a Change in Control or any other specified event, and such limited SARs may relate to or operate in tandem or combination with or substitution for Options or other SARs, or on a stand-alone basis, and may be payable in cash or Shares based on the spread between the exercise price of the SAR, and # a price based upon or equal to the Fair Market Value of the Shares during a specified period, at a specified time within a specified period before, after or including the date of such event, or # a price related to consideration payable to Company’s stockholders generally in connection with the event.
Limited Waiver. In reliance upon the representations and warranties of the Borrowers set forth in this Seventh Amendment, notwithstanding anything to the contrary in the Credit Agreement, Lender hereby waives (the "Limited Waiver") the Event of Default resulting from the Loan Parties failure to obtain the minimum Fixed Charge Coverage Ratio required by [Section 8.12(a)] of the Credit Agreement as of the last day of the Measurement Periods ended September 30, 2017 and October 31, 2017 (collectively, the "2017 FCCR Event of Default") which 2017 FCCR Event of Default resulted, in part, from the Canadian Revolving Credit Facility previously being capped at $4,000,000. Lender hereby acknowledges and agrees that upon the effectiveness of the Limited Waiver by its execution and delivery of this Seventh Amendment, a Reporting Trigger Period has not commenced or is occurring due to the 2017 FCCR Event of Default and the Borrowers are therefore not subject to any requirements to terminate an existing Reporting Trigger Period. This Limited Waiver only pertains to the 2017 FCCR Event of Default and shall not be deemed to constitute a waiver or consent to any other matter except as specifically set forth herein.
Limited Exception. Notwithstanding the provisions set forth in Section 4(a), the Contributor may, without the prior written consent of the Company, transfer any shares of Common Stock acquired in an open market purchase following the Effective Date.
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