Common use of Liability for Acts and Omissions Clause in Contracts

Liability for Acts and Omissions. (a) The General Partner shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any of the other Partners for any act or emission performed or omitted in good faith on behalf of the Partnership and in a manner reasonably believed to be (i) within the scope of the authority granted by this Agreement and (ii) in the best interests of the Partnership. In exercising its authority hereunder, the General Partner may, but shall not be under any obligation to, take into account the tax consequences to any Partner of any action it undertakes on behalf of the Partnership. Neither the General Partner nor the Partnership shall have any liability as a result of any income tax liability incurred by a Partner as a result of any action or inaction of the General Partner hereunder and, by its execution of this Agreement, the Limited Partner acknowledges the foregoing. (b) Unless otherwise prohibited hereunder, the General Partner shall be entitled to exercise any of the powers granted to it and perform any of the duties required of it under this Agreement directly or through any agent. The General Partner shall not be responsible for any misconduct or negligence on the part of any agent; provided that the General Partner selected or appointed such agent in good faith.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Royale Investments Inc), Limited Partnership Agreement (Royale Investments Inc), Limited Partnership Agreement (Royale Investments Inc)

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Liability for Acts and Omissions. (aA) The General Partner shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any of the other Partners for any act or emission omission performed or omitted in good faith on behalf of the Partnership and in a manner reasonably believed to be (i) within the scope of the authority granted by this Agreement and (ii) in the best interests of the Partnership. In exercising its authority hereunder, the General Partner may, but shall not be under any obligation to, take into account the tax consequences to any Partner of any action it undertakes they undertake on behalf of the Partnership. Neither the General Partner nor the Partnership shall in any event have any liability as a result of any income tax liability incurred by a Partner as a result of any action or inaction of the Partnership or the General Partner hereunder hereunder, whether or not such action is expressly authorized hereunder, and, by its their execution of this Agreement, the Limited Partner acknowledges Partners acknowledge the foregoing. (bB) Unless otherwise prohibited hereunder, the General Partner shall be entitled to exercise any of the powers granted to it and perform any of the duties required of it under this Agreement directly or through any agent. The General Partner shall not be responsible for any misconduct or negligence on the part of any agent; provided that the General Partner selected or appointed such agent in good faith.

Appears in 1 contract

Samples: Limited Partnership Agreement (Mills Corp)

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Liability for Acts and Omissions. (a) The General Partner shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any of the other Partners for any act or emission performed or omitted in good faith on behalf of the Partnership and in a manner reasonably believed to be (i) within the scope of the authority granted by this Agreement and (ii) in the best interests of the Partnershippartnership. In exercising its authority hereunder, the General Partner may, but shall not be under any obligation to, take into account the tax consequences to any Partner of any action it undertakes on behalf of the Partnership. Neither the General Partner nor the Partnership shall have any liability as a result of any income tax liability incurred by a Partner as a result of any action or inaction of the General Partner hereunder hem-under and, by its execution of this Agreement, the Limited Partner acknowledges the foregoing. (b) Unless otherwise prohibited hereunder, the General Partner shall be entitled to exercise any of the powers granted to it and perform any of the duties required of it under this Agreement directly or through any agent. The General Partner shall not be responsible for any misconduct or negligence on the part of any agent; provided that the General Partner selected or appointed such agent in good faith.

Appears in 1 contract

Samples: Limited Partnership Agreement (Royale Investments Inc)

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