Common use of Liability of General and Limited Partners Clause in Contracts

Liability of General and Limited Partners. (a) The General Partner has unlimited liability for the debts, liabilities and obligations of the Partnership. The General Partner will not be liable to the Limited Partners for any mistakes or errors in judgment, or for any act or omission believed by it in good faith to be within the scope of the authority conferred upon it by this Agreement (other than an act or omission which is in contravention of this Agreement or which results from or arises out of negligence or wilful misconduct in the performance of, or wilful disregard of, the obligations or duties of the General Partner under this Agreement) or for any loss or damage to any of the property of the Partnership attributable to an event beyond the control of the General Partner or its affiliates. (b) Subject to applicable law, the liability of each Limited Partner for the undertakings, liabilities and obligations of the Partnership will be limited to the amount of such Limited Partner’s capital contribution plus his or her pro rata share of any undistributed income of the Partnership. Except as provided in Subsections 12.1(c) and (e), a Limited Partner will have no further personal liability and, following the full payment of its Subscription Price, a Limited Partner will not be liable for any further calls or assessments or further contributions to the Partnership. However, if as a result of a Distribution to the Partners, the capital of the Partnership is reduced and the Partnership becomes unable to discharge its debts in the normal course, each Partner having received any such Distribution, whether or not such person then remains a Partner of the Partnership, agrees to return to the Partnership or, if the Partnership has been dissolved, to its creditors, with interest, such portion of the amount distributed to such Partner as may be necessary to discharge the liabilities of the Partnership to all creditors who extended credit or whose claims otherwise arose before such distribution. (c) The Limited Partners acknowledge the possibility that, among other reasons, they may lose their limited liability: (i) to the extent that the principles of Canadian law recognizing the limitation of liability of limited partners have not been authoritatively established with respect to limited partnerships formed under the laws of one province but operating, owning property or incurring obligations in another province; or (ii) by taking part in the control or management of the Business; or (iii) as a result of false statements in the public filings made pursuant to the Partnership Act, in which case they may be liable to third parties. (d) The General Partner will cause the Partnership to be registered as an extraprovincial limited partnership in those jurisdictions in which the Partnership operates, owns property, or incurs obligations, or otherwise carries on business, to keep such registrations up to date, and to otherwise comply with the relevant legislation of such jurisdictions. To ensure, to the greatest extent possible, the limited liability of the Limited Partners with respect to activities carried on by the Partnership in any jurisdiction where limitation of liability may not be recognized, the General Partner will cause the Partnership to operate, if at all, in such a manner as the General Partner, on the advice of counsel to the Partnership, deems appropriate. (e) Each Limited Partner shall indemnify and hold harmless the Partnership, the General Partner and each other Limited Partner from and against all losses, liabilities, expenses and damages suffered or incurred by the Partnership, the General Partner or the other Limited Partners by reason of misrepresentation or breach of any of the warranties or covenants of such Limited Partner as set out in Section 14.2.

Liability of General and Limited Partners. (a) The General Partner has shall have unlimited liability for the debtssatisfaction and discharge of all losses, liabilities and obligations expenses of the Partnership. The General Partner will shall not be liable to have any liability for the Limited Partners for any mistakes return or errors in judgment, or for any act or omission believed by it in good faith to be within the scope repayment of the authority conferred upon it by this Agreement (other than an act or omission which is in contravention aggregate Capital Contributions of this Agreement or which results from or arises out of negligence or wilful misconduct in the performance of, or wilful disregard of, the obligations or duties of the General Partner under this Agreement) or for any loss or damage to any of the property of the Partnership attributable to an event beyond the control of the General Partner or its affiliatesLimited Partner. (b) Subject to applicable law, the liability of each Each Limited Partner or former Limited Partner shall be liable for the undertakingssatisfaction and discharge of all losses, liabilities and obligations expenses of the Partnership will be limited allocable to him, but only to the amount extent of such his Capital Contributions. In no event shall any Limited Partner’s capital contribution plus Partner or former Limited Partner be obligated to make any additional Capital Contributions to the Partnership in excess of his Capital Commitment, or her pro rata share have any liability in excess of any undistributed income his Capital Contributions for the satisfaction and discharge of the Partnership. Except as provided in Subsections 12.1(c) losses, liabilities and (e), a Limited Partner will have no further personal liability and, following the full payment of its Subscription Price, a Limited Partner will not be liable for any further calls or assessments or further contributions to the Partnership. However, if as a result of a Distribution to the Partners, the capital of the Partnership is reduced and the Partnership becomes unable to discharge its debts in the normal course, each Partner having received any such Distribution, whether or not such person then remains a Partner expenses of the Partnership, agrees to except as otherwise provided under the Delaware Act. However, after any Limited Partner or former Limited Partner has received the return in whole or in part of any Capital Contribution, he shall nevertheless be liable to the Partnership orfor the amount of cash, if the Partnership has been dissolved, to its creditors, with interest, such portion Investments or other assets (valued as of the amount distributed to such Partner as may be date of distribution thereof) so received necessary to discharge the any losses, liabilities and expenses of the Partnership to all creditors any Person who extended credit or whose claims otherwise arose before such distributiondistribution was made, to the extent that the assets of the Partnership are not sufficient to discharge such losses, liabilities and expenses. Notwithstanding the foregoing, if the General Partner has purchased the Interests of a former Limited Partner pursuant to Section 7.02, the purchase price received by such former Limited Partner on such sale shall not be deemed to be a return of any of such former Limited Partner's Capital Contribution. (c) The Limited Partners acknowledge the possibility that, among other reasons, they may lose their limited liability: (i) to the extent that the principles of Canadian law recognizing the limitation of liability of limited partners A Partner shall not have not been authoritatively established with respect to limited partnerships formed under the laws of one province but operating, owning property or incurring obligations in another province; or (ii) by taking part in the control or management of the Business; or (iii) as a result of false statements in the public filings made pursuant any obligation to the Partnership Act, or to any other Partner to restore any negative balance in which case they may be liable to third parties. (d) The General Partner will cause the Capital Account of such Partner. Until distribution of any such Partner's interest in the Partnership upon the dissolution of the Partnership, neither his Capital Account nor any part thereof shall be subject to be registered as an extraprovincial limited partnership in those jurisdictions in which the Partnership operates, owns property, withdrawal or incurs obligations, or otherwise carries on business, to keep such registrations up to date, and to otherwise comply redemption except with the relevant legislation consent of such jurisdictions. To ensure, to the greatest extent possible, the limited liability of the Limited Partners with respect to activities carried on by the Partnership in any jurisdiction where limitation of liability may not be recognized, the General Partner will cause the Partnership to operate, if at all, in such a manner as the General Partner, on the advice of counsel to the Partnership, deems appropriate. (e) Each Limited . No Partner shall indemnify and hold harmless be required to lend the Partnership, the General Partner and each other Limited Partner from and against all losses, liabilities, expenses and damages suffered or incurred by the Partnership, the General Partner or the other Limited Partners by reason of misrepresentation or breach of Partnership any of the warranties or covenants of such Limited Partner as set out in Section 14.2funds.

Liability of General and Limited Partners. (a) The General Partner has unlimited liability for the debts, liabilities and obligations of the Partnership. The General Partner will not be liable to the Limited Partners for any mistakes or errors in judgment, or for any act or omission believed by it in good faith to be within the scope of the authority conferred upon it by this Agreement (other than an act or omission which is in contravention of this Agreement or which results from or arises out of negligence or wilful misconduct in the performance of, or wilful disregard of, the obligations or duties of the General Partner under this Agreement) or for any loss or damage to any of the property of the Partnership attributable to an event beyond the control of the General Partner or its affiliates. (b) Subject to applicable law, the liability of each Limited Partner for the undertakings, liabilities and obligations of the Partnership will be limited to the amount of such Limited Partner’s capital contribution plus his or her pro rata share of any undistributed income of the Partnership. Except as provided in Subsections 12.1(c) and (e), a Limited Partner will have no further personal liability and, following the full payment of its Subscription Price, a Limited Partner will not be liable for any further calls or assessments or further contributions to the Partnership. However, if as a result of a Distribution to the Partners, the capital of the Partnership is reduced and the Partnership becomes unable to discharge its debts in the normal course, each Partner having received any such Distribution, whether or not such person then remains a Partner of the Partnership, agrees to return to the Partnership or, if the Partnership has been dissolved, to its creditors, with interest, such portion of the amount distributed to such Partner as may be necessary to discharge the liabilities of the Partnership to all creditors who extended credit or whose claims otherwise arose before such distribution. (c) The Limited Partners acknowledge the possibility that, among other reasons, they may lose their limited liability: (i) to the extent that the principles of Canadian law recognizing the limitation of liability of limited partners have not been authoritatively established with respect to limited partnerships formed under the laws of one province but operating, owning property or incurring obligations in another province; or (ii) by taking part in the control or management of the Business; or (iii) as a result of false statements in the public filings made pursuant to the Partnership Act, in which case they may be liable to third parties. (d) The General Partner will cause the Partnership to be registered as an extraprovincial extra-provincial limited partnership in those jurisdictions in which the Partnership operates, owns property, or incurs obligations, or otherwise carries on business, to keep such registrations up to date, and to otherwise comply with the relevant legislation of such jurisdictions. To ensure, to the greatest extent possible, the limited liability of the Limited Partners with respect to activities carried on by the Partnership in any jurisdiction where limitation of liability may not be recognized, the General Partner will cause the Partnership to operate, if at all, in such a manner as the General Partner, on the advice of counsel to the Partnership, deems appropriate. (e) Each Limited Partner shall indemnify and hold harmless the Partnership, the General Partner and each other Limited Partner from and against all losses, liabilities, expenses and damages suffered or incurred by the Partnership, the General Partner or the other Limited Partners by reason of misrepresentation or breach of any of the warranties or covenants of such Limited Partner as set out in Section 14.2.