AMOUNT UNTIL THE EXPIRATION OF THE
APPLICABLE SURVIVAL PERIOD, WHEREUPON IT MAY DISTRIBUTE THE SAME, LESS THE
AMOUNT OF ANY THEN PENDING CLAIMS.
1.1.69
EXCEPT IN ACCORDANCE WITH THE JOINDER ATTACHED HERETO (THE
"JOINDER"), NO CONSTITUENT MEMBER OR PARTNER IN OR AGENT OF SELLER, NOR ANY
ADVISOR, TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE, BENEFICIARY, SHAREHOLDER, MEMBER,
PARTNER, PARTICIPANT, REPRESENTATIVE
47
OR AGENT OF ANY PARTNERSHIP, LIMITED LIABILITY COMPANY, CORPORATION, TRUST OR
OTHER ENTITY THAT HAS OR ACQUIRES A DIRECT OR INDIRECT INTEREST IN SELLER, SHALL
HAVE ANY PERSONAL LIABILITY, DIRECTLY OR INDIRECTLY, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY AGREEMENT MADE OR ENTERED INTO UNDER OR PURSUANT TO THE
PROVISIONS OF THIS AGREEMENT, OR ANY AMENDMENT OR AMENDMENTS TO ANY OF THE
FOREGOING MADE AT ANY TIME OR TIMES, HERETOFORE OR HEREAFTER, AND BUYER AND ITS
SUCCESSORS AND ASSIGNS AND, WITHOUT LIMITATION, ALL OTHER PERSONS AND ENTITIES,
SHALL LOOK SOLELY TO SELLER'S ASSETS FOR THE PAYMENT OF ANY CLAIM OR FOR ANY
PERFORMANCE, AND BUYER, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS,
HEREBY WAIVES ANY AND ALL SUCH PERSONAL LIABILITY.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER THE NEGATIVE CAPITAL ACCOUNT
OF ANY CONSTITUENT MEMBER OR PARTNER IN SELLER (OR IN ANY OTHER CONSTITUENT
MEMBER OR PARTNER OF SELLER), NOR ANY OBLIGATION OF ANY CONSTITUENT MEMBER OR
PARTNER IN SELLER (OR IN ANY OTHER CONSTITUENT MEMBER OR PARTNER OF SELLER) TO
RESTORE A NEGATIVE CAPITAL ACCOUNT OR TO CONTRIBUTE CAPITAL TO SELLER (OR TO ANY
OTHER CONSTITUENT MEMBER OR PARTNER OF SELLER), SHALL AT ANY TIME BE DEEMED TO
BE THE PROPERTY OR AN ASSET OF SELLER OR ANY SUCH OTHER CONSTITUENT MEMBER OR
PARTNER (AND NEITHER BUYER NOR ANY OF ITS SUCCESSORS OR ASSIGNS SHALL HAVE ANY
RIGHT TO COLLECT, ENFORCE OR PROCEED AGAINST OR WITH RESPECT TO ANY SUCH
NEGATIVE CAPITAL ACCOUNT OR A MEMBER'S OR PARTNER'S OBLIGATION TO RESTORE OR
CONTRIBUTE) BUT SHALL HAVE THE RIGHT TO PURSUE ANY DISTRIBUTION OF THE PURCHASE
PRICE TO SUCH MEMBERS IN VIOLATION OF THE JOINDER.
1.1.70
THE FOREGOING SHALL BE IN ADDITION TO, AND NOT IN LIMITATION
OF, ANY FURTHER LIMITATION OF LIABILITY THAT MIGHT OTHERWISE APPLY (WHETHER BY
REASON OF BUYER'S WAIVER, RELINQUISHMENT OR RELEASE OF ANY APPLICABLE RIGHTS OR
OTHERWISE).
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIABILITY OF
EACH PARTY HERETO RESULTING FROM THE BREACH OR DEFAULT BY EITHER PARTY SHALL BE
LIMITED TO ACTUAL DAMAGES INCURRED BY THE INJURED PARTY AND THE PARTIES HERETO
HEREBY WAIVE THEIR RIGHTS TO RECOVER FROM THE OTHER PARTY CONSEQUENTIAL,
PUNITIVE, EXEMPLARY, AND SPECULATIVE DAMAGES.
THE REPRESENTATIONS AND
WARRANTIES OF SELLER ARE ALSO SUBJECT TO THE FOLLOWING EXPRESS LIMITATIONS:
(A)
THE AMENDMENT, EXPIRATION OR TERMINATION OF ANY LEASE,
EQUIPMENT LEASE, ROOMS AGREEMENT, BOOKING OR SERVICE AGREEMENT OR THE ENTERING
INTO OF ANY NEW SUCH AGREEMENT OCCURRING IN COMPLIANCE WITH THE TERMS OF THIS
AGREEMENT THAT DOES NOT MATERIALLY ADVERSELY AFFECT THE OPERATION OF THE HOTEL
AND THE PROPERTY SHALL NOT AFFECT THE OBLIGATIONS OF BUYER