Common use of Liability for Contribution Clause in Contracts

Liability for Contribution. (a) A Partner of the Company is obligated to the Company to perform any promise to contribute cash or property or to perform services, even if the Partner is unable to perform because of death, disability or any other reason. If a Partner does not make the required contribution of property or services, the Partner is obligated at the option of the Company to contribute cash equal to that portion of the agreed value (as stated in the records of the Company) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the Company may have against such Partner under applicable law. (b) The obligation of a Partner of the Company to make a contribution or return money or other property paid or distributed in violation of the Act may be compromised only by consent of all the Partners. Notwithstanding the compromise, a creditor of the Company who extends credit, after entering into this Partnership Agreement or an amendment hereof which, in either case, reflects the obligation, and before the amendment hereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a Partner to make a contribution or return. A conditional obligation of a Partner to make a contribution or return money or other property to the Company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such Partner. Conditional obligations include contributions payable upon a discretionary call of the Company prior to the time the call occurs.