Common use of Liability of Partners and Unit Holders Clause in Contracts

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.