Liability to Partners Clause Samples
The 'Liability to Partners' clause defines the extent to which individual partners are responsible for obligations, debts, or losses incurred by the partnership. Typically, this clause outlines whether liability is shared equally among partners or apportioned according to ownership percentages, and may specify exceptions for misconduct or negligence. Its core function is to clarify each partner's financial and legal exposure, thereby preventing disputes and ensuring all parties understand their potential risks within the partnership.
Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner. To the fullest extent permitted by law, the parties hereto agree that the General Partner shall be held to have acted in good faith for the purposes of this Agreement and its duties under the Partnership Act if it believes that it has acted honestly and in accordance with the specific terms of this Agreement.
Liability to Partners. No Partner of the Partnership or director, officer, partner, or employee of a Partner shall be liable to the Partnership or to any Partner for any losses sustained or liabilities incurred as a result of any act or omission if (i) such person acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership, and (ii) its conduct did not constitute gross negligence or willful or wanton misconduct.
Liability to Partners. 8 8.02 Indemnification.......................................... 9 8.03 Time Devoted to Affairs; Other Ventures.................. 11 8.04
Liability to Partners. The General Partner shall not be liable to any Partner for any action taken by him or for any action taken by any other Partner or other person with respect to the Partnership except in the case of his own failure to exercise the prudence of a reasonable person in the management of his own business affairs. No General Partner shall be liable to any other Partner or the Partnership for honest mistakes of judgment or for losses due to such mistakes or to the negligence, dishonesty or bad faith of any employee, broker or other agent of the Partnership, provided that such employee, broker or agent was selected, engaged or retained by such General Partner with reasonable care. The General Partner may consult with counsel and accountants in respect of Partnership affairs and shall be fully protected and justified in any action or inaction that is taken in accordance with advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care.
Liability to Partners. To the fullest extent permitted by law, no Indemnified Person shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by it or by any other Partner or other person with respect to the Partnership or any Affiliate thereof, or the business of the Partnership or any Affiliate thereof, except in the case of a liability resulting from such Indemnified Person's own fraud, wilful misconduct, Gross Negligence or reckless disregard of duties in respect of the Partnership or a material breach of this Agreement or a violation of any applicable laws, regulations, judgments, orders or other legally enforceable actions. For the avoidance of doubt, each of the Indemnified Persons shall be treated severally (and not jointly) in the preceding sentence. Any Indemnified Person may consult with legal counsel and accountants with respect to Partnership affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants, provided they shall have been selected in good faith. In determining whether an Indemnified Person acted with the requisite degree of care, such Indemnified Person shall be entitled to rely on reports and statements of the directors, officers, employees and professional advisors of the Portfolio Companies or the General Partner, provided, that no such Indemnified Person may rely upon such reports or statements if it believed that such written or oral reports or statements were materially false or misleading.
Liability to Partners. Without limiting any rights or obligations of any party under the Stock Purchase Agreement or to have recourse against any other party to the Stock Purchase Agreement to the extent provided in such agreement (but in no way expanding on the rights, obligations or liabilities thereunder), to the fullest extent permitted by applicable law, and subject to the following sentence, no Covered Person shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Person or any other Person in connection with this Agreement or the matters contemplated herein or with respect to the business of the Partnership, except in the case of a Liability resulting from such Covered Person’s own gross negligence, bad faith, fraud or willful breach of this Agreement. Notwithstanding anything to the contrary but subject to Section 5.4(c), any Person who receives any payment or value under this Agreement that is not calculated and paid strictly in accordance with the provisions of this Agreement shall be responsible to return the portion of such payment incorrectly paid to such Person and make whole the Person who was entitled to such portion of such payment.
Liability to Partners. Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its Affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the