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The Limited Recourse Note provided further that the partnership's
obligation under such note, and each limited partner's assumed
personal liability thereunder, would be "absolute and
unconditional under all circumstances." Further, in the Limited
Recourse Note, the partnership waived "any right of set-off under
state or federal law, counterclaim, recoupment, defense or other
right which the [partnership] may have against [Hambrose] or
anyone else for any reason whatsoever".
The Purchase Agreement and Assignment of Right between the
partnership and Hambrose (Purchase Agreement) for the Additional
Equipment contained the identical "absolute obligation" and set-
off waiver provisions as the Limited Recourse Note. The Purchase
Agreement also contained an indemnification provision nearly
identical to that contained in the Additional Equipment Wrap
Lease (i.e., Hambrose indemnifying the partnership for loss
resulting from Hambrose's breach of any provision of the Purchase
Agreement).
Both the Limited Recourse Note and the Purchase Agreement
required each of the limited partners to severally, and not
jointly, assume personal liability for his or her pro rata
portion of the Limited Recourse Note that was equal to $114,578
per partnership unit for each limited partner. Also, the Limited
Recourse Note and the Purchase Agreement both provided that all
payments made on the Limited Recourse Note would first be applied
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Last modified: May 25, 2011