Liability of General Partners. General Partners shall have unlimited liability for the satisfaction and discharge of all losses, liabilities and expenses of the Partnership.
Liability of General Partners. No General Partner shall be liable or accountable, directly or indirectly (including by way of indemnification, contribution, assessment or otherwise), for any debts, obligations or liabilities of, or chargeable to, the Partnership or each other, whether arising in tort, contract, or otherwise, which are created, incurred or assumed by the Partnership (or owing to creditors or Partners during liquidation of the Partnership) while the Partnership is a registered limited liability limited partnership.
Liability of General Partners. The General Partners shall be liable to the Partnership and the Limited Partners for gross negligence or willful or wanton misconduct, but neither the General Partners nor their directors or officers shall be liable to either the Partnership or any Limited Partner or to Persons who have acquired interests in the Units, whether as Assignees or otherwise, for errors in judgment or for any acts or omissions that do not constitute gross negligence or willful or wanton misconduct. In all transactions for or with the Partnership, a General Partner shall act in good faith and in a manner which the General Partner believes to be in, or not opposed to, the best interests of the Partnership.
Liability of General Partners. All debts and obligations of the Partnership shall be paid or discharged first with the assets of the Partnership before the General Partners shall be obligated to pay or discharge such debts or obligations (and then such obligation shall be only to the extent required by applicable law). The General Partners shall not be liable for the return of the Capital Contribution of any Limited Partner.
Liability of General Partners. To the extent of personal ----------------------------- liability of Borrower under Section 12.21(b) hereof, the General Partner of Borrower hereby agrees to be liable therefor and waives any requirement of law that in the event of a default hereunder Lender must proceed against Borrower or exhaust any assets of Borrower before proceeding against the General Partner or the General Partner's assets; provided, however, that in no event shall any limited partner of Borrower, any Affiliated Party (other than the General Partner) or any officer, director, employee or agent of any partner of Borrower or of any Affiliated Party have any liability under Section 12.21(c) hereof, and Lender agrees that it shall not seek recovery from any party that is excluded from liability pursuant to this sentence.
Liability of General Partners. A. Except as otherwise provided in this Agreement, a General Partner shall only be liable to make the payment of the General Partner’s Capital Contribution required hereunder. Except as otherwise provided in this Agreement, no General Partner shall be liable for any obligations of the Partnership, any other General, Limited Partner or Subordinated Limited Partner, or the Managing Partner, unless personally guaranteed by the General Partner pursuant to a separate document.
B. No distribution of Net Income or other cash made to any General Partner shall be determined a return or withdrawal of a Capital Contribution unless so designated by the Managing Partner in the Managing Partner’s sole and exclusive discretion. No General Partner, except as otherwise provided in this Agreement or specifically provided in the Missouri Limited Partnership Act or the Missouri Partnership Act, shall be obligated to pay any distribution to or for the account of the Partnership or any creditor of the Partnership.
Liability of General Partners. (a) The General Partners, the Upper Tier Partners and their respective Affiliates and all officers, directors, partners, controlling shareholders, employees and agents of the General Partners, the -48- 53 Upper Tier Partner and their respective Affiliates shall not be liable to the Partnership or to the Limited Partners for any losses sustained or liabilities incurred as a result of any act or omission of the General Partners, their Affiliates or any such officers, directors, partners, controlling shareholders, employees or agents if (i) the General Partner, such Affiliate, or such officer, director, partner, controlling shareholder, employee or agent acted in good faith and in a manner it or he reasonably believed to be in, or not opposed to, the best interests of the Partnership, and (ii) the conduct of the General Partner, such Affiliate or such officer, director, partner, shareholder, employee or agent did not constitute gross negligence or Nonperformance. For purposes of this Agreement, any act or omission, if done or omitted to be done in reliance upon the advice of legal counsel or public accountants (the "Professionals") selected with reasonable care, will be conclusively presumed to have been done or omitted to be done in good faith and not to constitute willful or wanton misconduct, gross negligence or Nonperformance; provided, however, that the reliance was reasonable and the General Partner had disclosed all relevant facts to the Professionals.
(b) Each General Partner shall fully indemnify and hold harmless the Limited Partners and their Affiliates and their respective partners, officers, directors, employees and agents to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorney's fees and disbursements), judgments, fines, settlements and other amounts including, but not limited to, those arising directly or indirectly from or relating to any civil, criminal, administrative or investigative proceeding, arising out of or incidental to conduct by such General Partner or one of its Affiliates with respect to the business or activities of or relating to the Partnership which constituted bad faith, gross negligence or Nonperformance. The obligations of a General Partner under this Section 6.11 shall extend only to its own acts or omissions or acts or omissions by one of its Affiliates and not with respect to acts or omissions ...
Liability of General Partners. A. A General Partner shall only be liable to make the payment of the General Partner’s Capital Contribution required hereunder. No General Partner shall be liable for any obligations of the Partnership, any other General, Limited or Subordinated Limited Partner or the Managing Partner, unless personally guaranteed by the General Partner pursuant to a separate document.
B. No distribution of Net Income or other cash made to any General Partner shall be determined a return or withdrawal of a Capital Contribution unless so designated by the Managing Partner in his or her sole and exclusive discretion. No General Partner, except as otherwise specifically provided in the Missouri Limited Partnership Act, or the Missouri Partnership Act, shall be obligated to pay any distribution to or for the account of the Partnership or any creditor of the Partnership.
Liability of General Partners. The General Partners shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not such funds are in their immediate possession or control. No General Partner shall be liable to the Partnership or any of the other Partners for any act or omission performed or omitted by him in his capacity as a General Partner, other than for his gross negligence or willful malfeasance.
Liability of General Partners. (a) Neither of the General Partners nor their respective directors, officers, employees, agents, or representatives shall be liable to the Partnership or any Limited Partner for errors in judgment or for any acts or omissions that do not constitute gross negligence, fraud, or willful or wanton misconduct.
(b) The General Partners may exercise any of the powers granted to them by this Agreement and perform any of the duties imposed upon them hereunder either directly or by or through their respective directors, officers, employees, agents, or representatives, and a General Partners shall not be responsible for any misconduct or negligence on the part of any agent or representative appointed by such General Partner.
