Common use of Liability of Partners and Unit Holders Clause in Contracts

Liability of Partners and Unit Holders. A. Except as provided in the Act, neither the Depositary nor the Unit Holders shall be personally liable for any debts, liabilities, contracts or obligations of the Limited Partnership. To the extent that any distribution pursuant to Sections 5.1 or 9.2 is deemed to constitute a return of capital under the Act, the General Partner shall not seek to recover any distribution unless the General Partner has applied all other available Limited Partnership assets to the payment of liabilities of the Limited Partnership and the liabilities of the Limited Partnership, other than to Partners, have not been fully paid, satisfied, assumed or discharged. In no event shall the Depositary or any Unit Holder be obligated to make any contribution to the Limited Partnership for any purpose whatsoever other than Capital Contributions of the Depositary representing the proceeds of the offering of Depositary Units. B. Geodyne Properties and any General Partner subsequently admitted to the Limited Partnership agrees that it shall remain generally liable for any obligation or recourse liability of the Limited Partnership incurred during the period in which it is a General Partner and to the extent the Limited Partnership has incurred personal liability.

Liability of Partners and Unit Holders. A. Except as provided in the Act, neither the Depositary nor the Unit Holders shall be personally liable for any debts, liabilities, contracts or obligations of the Limited Partnership. To the extent that any distribution pursuant to Sections 5.1 or 9.2 is deemed to constitute a return of capital under the Act, the General Partner shall not seek to recover any distribution unless the General Partner has applied all other available Limited Partnership assets to the payment of liabilities of the Limited Partnership and the liabilities of the Limited Partnership, other than to Partners, have not been fully paid, satisfied, assumed or discharged. In no event shall the Depositary or any Unit Holder be obligated to make any contribution to the Limited Partnership for any purpose whatsoever other than Capital Contributions of the Depositary representing the proceeds of the offering of Depositary Units. B. Geodyne Properties and any General Partner subsequently admitted to the Limited Partnership agrees that it shall remain generally liable for any obligation or recourse liability of the Limited Partnership incurred during the period in which it whichit is a General Partner and to the extent the Limited Partnership has incurred personal liability.