Common use of Liability of Covered Persons Clause in Contracts

Liability of Covered Persons. (a) Except as expressly provided herein, no Covered Person shall be liable to the Partnership or any other Covered Person for any Damages incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Partnership and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such Damages incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Limited Partnership (Time Warner Cable Inc.), Limited Partnership (Time Warner Cable Inc.)

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Liability of Covered Persons. (a) Except as expressly otherwise provided hereinby the Act or this Agreement, no Covered Person shall be liable liable, responsible or otherwise accountable for damages to the Partnership or to any other Covered Person for any Damages incurred by reason of any action taken or failure to act or omission performed or omitted by such Covered Person in good faith on behalf of the Partnership and in a manner reasonably believed to be within the scope of authority conferred on Partnership, unless such acts or omissions constituted bad faith, gross negligence, willful misconduct or actual fraud by such Covered Person by this AgreementPerson, except that or a Covered Person shall be liable for any such Damages incurred by reason breach of such Covered Person’s gross negligence duties, obligations or willful misconductresponsibilities pursuant to Section 5.4.1.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Silvercrest Asset Management Group Inc.), Limited Partnership Agreement (Silvercrest Asset Management Group Inc.)

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Liability of Covered Persons. (a) Except as expressly otherwise provided hereinby the ---------------------------- Act or this Agreement, no Covered Person Persons shall not be liable liable, responsible or otherwise accountable for damages to the Partnership or to any other Covered Person Partner for any Damages incurred by reason of any action taken or failure to act or omission performed or omitted by such Covered Person in good faith on behalf of the Partnership, unless such acts or omissions constituted willful misconduct or gross negligence. Notwithstanding the foregoing, the liability of each Limited Partner for the debts and obligations of the Partnership and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such Damages incurred by reason of such Covered Person’s gross negligence or willful misconductlimited in the manner specified in the Act.

Appears in 1 contract

Samples: Limited Partnership Agreement (RMH Teleservices Inc)

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