Common use of Liabilities of the Limited Partners Clause in Contracts

Liabilities of the Limited Partners. (a) Except as provided by the Act or other applicable law and subject to the obligations to make Capital Contributions and to indemnify the Partnership and the General Partner as provided in Section 9.6 (in the case of Limited Partners other than UST) and as otherwise required by this Agreement or by applicable law, no Limited Partner shall have any personal liability whatsoever in its capacity as a Limited Partner, whether to any of the Partners, the Partnership or any creditor of the Partnership, for the debts, liabilities, contracts, or other obligations of the Partnership or for any losses of the Partnership. Without limitation of the foregoing, each Partner hereby agrees that, to the fullest extent permitted by law, UST’s execution of, and exercise of its rights under or in connection with, the Loan Documents (in each case in its capacity as lender) shall not, except as explicitly set forth in the Loan Documents, (i) create any liability to the Partnership or any Partner or (ii) create any duties or obligations owed by UST (in its capacity as a Limited Partner or a lender) to any of the Partners, the Partnership or any creditor of the Partnership. To the extent any Limited Partner is required by the Act or hereunder to return to the Partnership any distributions made to it and does so, such Limited Partner shall, to the maximum extent permitted by law, have a right of contribution from each other Partner similarly liable to return distributions made to it hereunder under the Act to the extent that such Limited Partner has returned a greater percentage of the total distributions made to it and so required to be returned by it than the percentage of the total distributions made to such other Partner and so required to be returned by it. (b) Except as required by the Act or other applicable law, no Limited Partner shall be required to repay to the Partnership, any Partner or any creditor of the Partnership all or any part of the distributions (including liquidating distributions) made to such Limited Partner pursuant to Article III and Section 8.3 hereof.

Liabilities of the Limited Partners. (a) Except as provided by the Act or other applicable law and subject to the obligations to make Capital Contributions and other payments pursuant to Article III and Section 8.3(e), to make payments in connection with an assignment of all or any part of its Interest as provided in Section 8.2, to make additional payments as a result of its failure to make payments due hereunder as provided in Section 8.3, to make tax payments to the Partnership and to make payments pursuant to Article VIII, to indemnify the Partnership and the General Partner as provided in Section 9.6 (10.3, and to return distributions as provided in Section 5.2(b), and, in the case of Limited Partners other than UST) and the General Partner, to return distributions to the Partnership as otherwise required by this Agreement or by applicable lawprovided in Section 9.4, no Limited Partner shall will have any personal liability whatsoever in its capacity as a Limited Partner, whether to the Partnership, to any of the Partners, or to the Partnership or any creditor creditors of the Partnership, for the debts, liabilities, contracts, or other obligations of the Partnership or for any losses of the Partnership. Without limitation of the foregoing, each Partner hereby agrees that, to the fullest extent permitted by law, UST’s execution of, and exercise of its rights under or in connection with, the Loan Documents (in each case in its capacity as lender) shall not, except as explicitly set forth in the Loan Documents, (i) create any liability to the Partnership or any Partner or (ii) create any duties or obligations owed by UST (in its capacity as a Limited Partner or a lender) to any of the Partners, the Partnership or any creditor of the Partnership. To the extent any Limited Partner is required by the Act or hereunder to return to the Partnership any distributions made to it and does so, such Limited Partner shallwill, to the maximum extent permitted by law, have a right of contribution from each other Combined Limited Partner similarly liable to return distributions made to it hereunder hereunder, under the Act or under the limited partnership agreement (or similar agreement) of any Parallel Vehicle to the extent that such Limited Partner has returned a greater percentage of the total distributions made to it and so required to be returned by it than the percentage of the total distributions made to such other Combined Limited Partner and so required to be returned by it. (b) Except as required by the Act or other applicable law, no Limited Partner shall be required to repay to the Partnership, any Partner or any creditor of the Partnership all or any part of the distributions (including liquidating distributions) made to such Limited Partner pursuant to Article III and Section 8.3 hereof.it.‌