Common use of Liability of Partners and Investors A Clause in Contracts

Liability of Partners and Investors A. Except as provided in the Act, the Limited Partners and Investors shall be liable only to pay their Capital Contributions and no Limited Partner or Investor will be personally liable for the debts, liabilities, contracts, or other obligations of the Fund. In accordance with Section 17-608 of the Act, (i) if a Limited Partner or an Investor has received the return of any part of his Capital Contribution in violation of the Agreement or the Act, he shall be liable to the Fund for a period of six years thereafter for the amount of the Capital Contribution wrongfully returned, (ii) if without violating this Agreement or the Act, a Limited Partner or an Investor receives a return of any part of his Capital Contribution, then he shall be liable to the Fund for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge liabilities to creditors who extended credit to the Fund during the period the Capital Contribution was held by the Fund and (iii) a Limited Partner or Investor receives a return of his Capital Contribution to the extent that a distribution to him reduces his share of the fair market value of the net assets of the Fund below the agreed value of his Capital Contribution that has not been distributed to him.