An exculpatory clause is a contract provision that relieves one party from liability for harm or damages caused during the execution of the contract, often found in agreements where one party is at risk for potential loss or damage. These clauses aim to limit or altogether exclude the legal responsibility of a party, though their enforceability varies based on jurisdiction and the specific circumstances surrounding the contract and the event.
9.5 Exculpatory Clause in Post-Delivery Sale or Lease. If, following the delivery of an aircraft, Customer sells or leases such aircraft and obtains from the transferee any form of exculpatory clause protecting Customer from liability for loss of or damage to the aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue, or profit, Customer shall obtain for Boeing the purchaser’s or lessee’s written agreement to be bound by terms and conditions substantially as set forth in Appendix V. This Article 9.5 applies only if purchaser or lessee has not provided to Boeing the written agreement described in Article 9.3 above.
9.5 Exculpatory Clause in Post-Delivery Sale or Lease. If, following the delivery of an aircraft, Customer sells or leases such aircraft and obtains from the transferee any form of exculpatory clause protecting Customer from liability for loss of or damage to the aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue, or profit, Customer shall obtain for Boeing the purchaser’s or lessee’s written agreement to be bound by terms and conditions substantially as set forth in Appendix V. This Article 9.5 applies only if purchaser or lessee has not provided to Boeing the written agreement described in Article 9.3 above.
25.LANDLORD'S EXCULPATORY CLAUSE: Notwithstanding anything to the contrary provided in this Lease or by law, it is specifically agreed and understood between the parties hereto that there shall be absolutely no personal liability on the part of the Landlord, any of its employees or any of its respective heirs, executors, administrators, personal representatives, successors, assignees, shareholders, partners, members, managers, officers, agents, nominees or designees, with respect to any of the terms, covenants, and conditions of this Lease, and Tenant or any other party claiming by, through or under the Tenant shall look solely to the interests of the Landlord in the Property and the proceeds thereof, as its respective interest may appear, for the collection of any claim, demand, cost, expense, judgment or other judicial process requiring the payment of money for any default or breach by Landlord, and no other real, personal, or mixed property of such persons or entities shall be subject to levy, execution or other judicial process for the satisfaction of any such claim of Tenant.
15.Exculpatory Clause. (a)Landlord. It is expressly understood and agreed by and between the parties hereto, anything in the contrary notwithstanding, that each and all of the representations, warranties, covenants, undertakings, indemnities and agreements herein made on the part of Landlord, are made and intended, not with the intention of binding Landlord personally or the assets of Landlord, but are made and intended for the purpose of subjecting only Landlord's interest in the Real Property, Premises and the Building, as the same may from time to time be encumbered, to the terms of the Lease and for no other purpose whatsoever. No personal liability shall at any time be asserted or enforceable against Landlord or its stockholders, officers, employees or partners or their respective heirs, legal representatives, successors and assigns on account of the Lease or on account of any representation, warranty, covenant, undertaking, indemnity or agreement of Landlord or Tenant, as applicable in the Lease. All such personal liability of Landlord, if any, is expressly waived and released by Tenant and by all persons claiming by, through or under Tenant.
10.5Exculpatory Clause in Post-Delivery Sale or Lease. If, following the delivery of an Aircraft, Customer sells or leases such Aircraft, assigns any rights under the Purchase Agreement to such transferee and obtains from the transferee any form of exculpatory clause protecting Customer from liability for loss of or damage to the Aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue, or profit, then Customer shall obtain for Boeing the purchaser’s or lessee’s written agreement to be bound by terms and conditions substantially as set forth in Appendix V to this Purchase Agreement. This Article 10.5 applies only if the purchaser or lessee has not provided to Boeing the written agreement described in Article 10.3 above.
9.5 Exculpatory Clause in Post-Delivery Sale or Lease. If, following the delivery of an aircraft, Customer sells or leases such aircraft and obtains from the transferee any form of exculpatory clause protecting Customer from liability for loss of or damage to the aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue, or profit, Customer shall obtain for Boeing the purchaser’s or lessee’s written agreement to be bound by terms and conditions substantially as set forth in Appendix V. This Article 9.5 applies only if purchaser or lessee has not provided to Boeing the written agreement described in Article 9.3 above.
20.0 INABILITY TO PERFORM - EXCULPATORY CLAUSE Each of Landlord and Tenant shall be relieved from performing its obligations under this Lease (other than Tenant’s obligations to pay Rent and make other monetary payments under this Lease, which shall not be excused or delayed by the provisions of this Article) if, to the extent and for so long as such party is prevented or delayed from doing so by reason of strikes or labor troubles or any other similar or dissimilar cause whatsoever beyond such party’s reasonable control, including but not limited to, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, hostilities or other similar or dissimilar emergency. Landlord’s or Tenant’s financial inability to perform shall not relieve Landlord or Tenant respectively from performance of their obligations under this Lease. In each such instance of inability of either party to perform, such party shall exercise reasonable diligence to eliminate the cause of such inability to perform. Tenant shall neither assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Property and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease, it being specifically agreed that in no event shall Landlord (which term shall include, without limitation any of the officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives, disclosed or undisclosed, of Landlord or any managing agent) ever be personally liable for any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or to take any other action which shall not involve the personal liability of Landlord to respond in monetary damages from Landlord’s assets other than Landlord’s interest in said real estate, as aforesaid. Notwithstanding anything to the contrary contained in this Lease, in no event shall either party be liable for consequential damages. Landlord shall not be in default unless a failure to perform an obligation remains uncured for more than thirty (30) days following written notice from Tenant specifying the nature of such default, or such longer period as may be reasonably required to correct such default.
9.5 Exculpatory Clause in Post-Delivery Sale or Lease. If, following the delivery of an aircraft, Customer sells or leases such aircraft and obtains from the transferee any form of exculpatory clause protecting Customer from liability for loss of or damage to the aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue, or profit, Customer shall obtain for Boeing the purchaser’s or lessee’s written agreement to be bound by terms and conditions substantially as set forth in Appendix V. This Article 9.5 applies only if purchaser or lessee has not provided to Boeing the written agreement described in Article 9.3 above.
46. Exculpatory Clause. (A) Transfer of Owner’s Interest: In the event of a sale or transfer of all or any portion of the Building or any undivided interest therein, or in the event of the making of a lease of all or substantially all of the Building, or in the event of a sale or transfer of the leasehold estate under any such lease, the grantor, transferor or lessor, as the case may be, shall thereafter be entirely relieved of all the terms, covenants and obligations thereafter to be performed by Owner under this Lease to the extent of the interest or portion so sold, transferred or leased, provided that; (i) any amount then due and payable to Tenant or for which Owner or the then grantor, transferor, or Landlord would otherwise then be liable to pay to Tenant (its being understood that the Owner of an undivided interest in the fee or any such lease shall be liable only for his or its proportionate share of such amount) shall be paid to Tenant; (ii) the interest of the then grantor, transferor or lessor in which Tenant has an interest, shall be turned over, subject to such interest, to the then grantee, transferee or lessee; and (iii) notice of such sale, transfer or lease shall be delivered to Tenant. (B) Owner’s liability: Tenant agrees that it shall look solely to the estate and property of the Owner in the land and building of which the Demised Premises are a part (subject to prior rights of the holder of any mortgage on any part of the Building for the collection of any judgment (or other judicial process) requiring the payment of money by Owner in the event of any default or breach by Owner with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by Owner; and no other assets of Owner, its members, partners or shareholders shall be subject to levy, execution or other procedures for the satisfaction of the Tenant’s remedies.
26. INABILITY TO PERFORM-EXCULPATORY CLAUSE 26.1 Except as provided in Sections 4.1 and 4.2 hereof, this Lease and the obligations of Tenant to pay rent hereunder and perform all the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make or is delayed in making any repairs, replacements, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing in each case by reason of event(s) of Force Majeure. In each such instance of inability of Landlord to perform, Landlord shall use commercially reasonable efforts to endeavor to provide notice of such inability to perform to Tenant (which notice may be by email) and exercise reasonable diligence to eliminate the cause of such inability to perform. As used in this Lease, an event or events of “Force Majeure” shall include strike or labor troubles, lockout, breakdown, accident, order, preemption or regulation of or by any governmental authority or failure to supply or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services or because of war, civil commotion, declared state of emergency or public health emergency, pandemic (specifically including the current COVID-19 pandemic, without taking into account the party’s knowledge of such pandemic when entering into this Lease) or other emergency or apparent emergency, or other extraordinary conditions of supply and demand, extraordinary weather conditions, so-called acts of God, or for any other cause beyond the party’s reasonable control. 26.2 Tenant shall neither assert nor seek to enforce any claim against Landlord, or Landlord’s agents or employees, or the assets of Landlord or of Landlord’s agents or employees, for breach of this Lease or otherwise, other than against Landlord’s interest in the Building of which the Premises are a part and in the uncollected rents, issues and profits thereof, and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease, it being specifically agreed that in no event shall Landlord or Landlord’s agents or employees (or any of the officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives, and the like, disclosed or undisclosed, thereof) ever be personally liable for any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or to take any other action which shall not involve the personal liability of Landlord to respond in monetary damages from Landlord’s assets other than the Landlord’s interest in said real estate, as aforesaid. In no event shall Landlord or Landlord’s agents or employees (or any of the officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives and the like, disclosed or undisclosed, thereof) ever be liable for consequential or incidental damages. Without limiting the foregoing, in no event shall Landlord or Landlord’s agents or employees (or any of the officers, trustees, directors, partners, beneficiaries, joint venturers, two managers, members, stockholders or other principals or representatives and the like, disclosed or undisclosed, thereof) ever be liable for lost profits of Tenant. 26.3 Landlord shall not be deemed to be in default of its obligations under the Lease unless Tenant has given Landlord written notice of such default, and Landlord has failed to cure such default within thirty (30) days after Landlord receives such notice or such longer period of time as Landlord may reasonably require to cure such default. Except as otherwise expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Yearly Rent or other charges under this Lease abate based upon any default by Landlord of its obligations under the Lease.
26. INABILITY TO PERFORM-EXCULPATORY CLAUSE 26.1 Except as provided in Articles 4.1 and 4.2 hereof, this Lease and the obligations of Tenant to pay rent hereunder and perform all the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make or is delayed in making any repairs, replacements, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing in each case by reason of event(s) of Force Majeure. In each such instance of inability of Landlord to perform, Landlord shall exercise reasonable diligence to eliminate the cause of such inability to perform. As used in this Lease, an event or events of “Force Majeure” shall include strike or labor troubles, lockout, breakdown, accident, order, preemption or regulation of or by any governmental authority or failure to supply or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services or because of war, civil commotion, pandemic (including COVID-19), or other emergency, or other extraordinary conditions of supply and demand, extraordinary weather conditions, so-called acts of God, or for any other cause beyond Landlord’s reasonable control.
11.6 Exculpatory Clause. Notwithstanding any provision of this Lease to the contrary, the liability of Landlord under and with respect to this Lease shall be limited to the interest of Landlord in the Leased Premises, and any judgment in favor of Tenant or any party claiming by, through or under Tenant against Landlord shall be collectible only out of Landlord's interest in the Leased Premises, and in no event shall any judgment for damages be entered against Landlord which is in excess of the value of such interest. Neither Landlord nor Tenant shall in any event be liable to the other party or any other person or entity for any consequential, special, or punitive damages or loss of business, revenue, income or profits and each party hereby waives any and all claims for any such damages. No individual who is Landlord or any member or partner of any joint venture, tenancy in common, firm, partnership or other form of joint ownership that is Landlord, or their heirs, personal representatives, executors, successors and assigns, shall have any personal liability to Tenant, or to any person claiming under or through Tenant, for any amount or in any capacity.
39. Effect of Conveyance; Successors and Assigns; Exculpatory Clause A. If the Building shall be sold, transferred or leased, or the Superior Lease thereof transferred or sold, Landlord shall be relieved of all future obligations and liabilities hereunder and the purchaser, transferee or tenant of the Building shall be deemed to have assumed and agreed to perform all such obligations and liabilities of Landlord hereunder. In the event of such sale, transfer or lease, Landlord shall also be relieved of all existing obligations and liabilities hereunder, provided that the purchaser, transferee or tenant of the Building assumes in writing such obligations and liabilities. B. This Lease, and the covenants, conditions and agreements contained herein, shall bind and inure to the benefit of the heirs, executors, administrators, successors, and, except as otherwise provided herein, the assigns of the parties hereto. C. Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder, and no other Landlord Party, nor any individuals comprising Landlord Parties, shall be liable for the performance of Landlord’s obligations under this Lease or with respect to any other provisions of this Lease. The liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Building and the proceeds thereof (including, without limitation, proceeds of a sale or refinancing of Landlord’s interest in the Building, casualty insurance proceeds, and condemnation awards), subject to the rights of the holder of any Superior Mortgage. Tenant shall not look to any property or assets of Landlord (other than Landlord’s interest in the Building and such proceeds thereof) in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations.
An exculpatory clause is part of a contract that relieves one party of liability for their actions. Essentially, it is a clause designed to protect a party from being held responsible for harm, damages, or losses incurred by the other party during the course of the agreement. These clauses are often included to minimize risk and limit potential legal actions.
You should consider using an exculpatory clause in situations where there is a significant risk of loss, damage, or injury during the execution of a contract. Typical scenarios include:
It is essential to ensure the clause is fair and reasonable as courts often scrutinize them for any sign of overreach or unfairness.
Writing an exculpatory clause requires clear, concise language to ensure it is understandable and enforceable. Key elements include:
Example of an Exculpatory Clause:
“Participant acknowledges and agrees that Event Organizer shall not be held liable for any injuries, losses, or damages sustained during the event, including but not limited to, accidents, illness, or any unforeseen personal or property damages.”
Exculpatory clauses are common in various types of contracts, particularly those involving higher degrees of risk. Some typical contracts include:
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A facsimile signature clause stipulates that signatures transmitted via fax or other electronic means are considered legally binding and equivalent to original handwritten signatures. This provision facilitates quicker contract execution by recognizing electronic copies of signatures in legal documents.
The "First Right of Refusal" clause grants a party the opportunity to enter into a business transaction with the owner of an asset before the owner is entitled to enter into that transaction with a third party. If the holder of this right declines, the owner is then free to negotiate with other potential buyers or parties.
A force majeure clause relieves parties from fulfilling contractual obligations when extraordinary events or circumstances beyond their control, such as natural disasters, war, or pandemics, occur, making performance impracticable or impossible. This provision typically outlines the specific events covered, the procedure for invoking the clause, and the consequences for both parties.
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