Liability of Partners and Unit Holders Sample Clauses

The "Liability of Partners and Unit Holders" clause defines the extent to which partners or unit holders are personally responsible for the debts and obligations of the partnership or unit trust. Typically, this clause clarifies whether liability is limited to the amount invested or if personal assets may be at risk, and may specify exceptions such as liability for wrongful acts or breaches of duty. Its core function is to allocate financial risk among the parties, ensuring all participants understand their potential exposure and protecting individuals from unexpected personal liability.
Liability of Partners and Unit Holders. A. Except as provided in the Act, neither the Depositary nor the Unit Holders shall be personally liable for any debts, liabilities, contracts or obligations of the Limited Partnership. To the extent that any distribution pursuant to Sections 5.1 or 9.2 is deemed to constitute a return of capital under the Act, the General Partner shall not seek to recover any distribution unless the General Partner has applied all other available Limited Partnership assets to the payment of liabilities of the Limited Partnership and the liabilities of the Limited Partnership, other than to Partners, have not been fully paid, satisfied, assumed or discharged. In no event shall the Depositary or any Unit Holder be obligated to make any contribution to the Limited Partnership for any purpose whatsoever other than Capital Contributions of the Depositary representing the proceeds of the offering of Depositary Units. B. Geodyne Properties and any General Partner subsequently admitted to the Limited Partnership agrees that it shall remain generally liable for any obligation or recourse liability of the Limited Partnership incurred during the period in which it is a General Partner and to the extent the Limited Partnership has incurred personal liability.
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Liability of Partners and Unit Holders. A. Except as provided in the Act, neither the Depositary nor the Unit Holders shall be personally liable for any debts, liabilities, contracts, or obligations of the Partnership. To the extent that any distribution is deemed to constitute a return of capital under the Act, the General Partner shall not seek to recover any distribution unless the General Partner has applied all other available Partnership assets to the payment of liabilities of the Partnership and the liabilities of the Partnership, other than to Partners, have not been fully paid, satisfied, assumed, or discharged. The Unit Holders that are not Substituted Limited Partners shall have no obligation to return any funds distributed to them by the Partnership that are later determined to be a return of the Capital Contributions. In no event shall the Depositary or any Unit Holder be obligated to make any contribution to the Partnership for any purpose whatsoever other than Capital Contributions of the Depositary representing the proceeds of the offering of Units. B. Each of the General Partner and any successor or additional General Partner subsequently admitted to the Partnership agrees that it shall remain liable for any obligation or recourse liability of the Partnership incurred during the period in which it is a General Partner and to the extent the Partnership has incurred liability.
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Liability of Partners and Unit Holders. The liability of any Limited Partner or Unit Holder for the losses, debts, liabilities and obligations of the Partnership shall, so long as the Limited Partner or Unit Holder complies with Section 5.01(b), be limited to his Capital Contribution and his share of any undistributed Income of the Partnership. Notwithstanding the foregoing, it is possible that, under applicable law, a Limited Partner or Unit Holder may be liable to the Partnership to the extent of previous distributions made to such Limited Partner or Unit Holder in the event the Partnership does not have sufficient assets to discharge liabilities to its creditors who extended credit or whose claims arose prior to such distributions. To the extent that the Initial Limited Partner is required by law to return any distributions or repay any amount, each Unit Holder who has received any portion of such distributions agrees, by virtue of accepting such distribution, to pay his proportionate share of such amount to the Initial Limited Partner immediately upon Notice by the Initial Limited Partner to such Unit Holder. In lieu of requiring return of such distributions from Unit Holders, the General Partner may withhold future distributions of Net Operating Income, Net Sale Proceeds or Liquidation Proceeds until the amount so withheld equals the amount of the distributions the Initial Limited Partner is required to repay or return regardless of whether the Unit Holders entitled to receive such distribution were the same Unit Holders who actually received the distribution required to be returned. In the event that the Initial Limited Partner is determined to have unlimited liability for losses, debts, liabilities and obligations of the Partnership, nothing set forth in this Section shall be construed to require Unit Holders to assume any portion of such liability.
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Related to Liability of Partners and Unit Holders

  • Liability of Partners No Limited Partner shall be liable for the debts, liabilities, contracts or any other obligations of the Partnership. Except as agreed upon by the Partners, and except as otherwise provided by the Act or by any other applicable state law, no Partner shall be required to make any other Capital Contributions or to loan any funds to the Partnership. No Partner shall have any personal liability for the repayment of its Capital Contributions or loans of any other Partner.

  • Liability of Limited Partners Except as provided in the following sentence, notwithstanding the provisions hereof for the allocation of the Partnership’s net losses and for the distribution of cash to the Partners by the Partnership, the Limited Partners shall not be responsible or obligated to any third parties for any debts or liabilities of the Partnership in excess of such Limited Partner’s unrecovered contributions to the capital of the Partnership and such Limited Partner’s share of any undistributed profits of the Partnership.

  • Liability of Members The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • Liability of General Partner Except as otherwise provided in this Agreement, the liability of the General Partner arising from the conduct of the business affairs or operations of the Partnership or from the debts of the Partnership is unrestricted.

  • Liability of Parties Without waiving any defenses including governmental immunity, each Party to this ▇▇▇ agrees to be responsible for its own acts of negligence, which may arise in connection with all claims for damages, costs and expenses to person or persons and property that may arise out of or be occasioned by this ▇▇▇ or any of its activities or from any act or omission of any employee or invitee of the Parties. The provisions in this paragraph are solely for the benefit of the Parties hereto and are not intended to create or grant any rights, contractually or otherwise to any third party.