Liability of Partners and Unitholders A Sample Clauses

Liability of Partners and Unitholders A. Except as provided in the Act, no Limited Partner or Unitholder will be personally liable for the debts, liabilities, contracts, or other obligations of the Partnership. Except as provided in the Act, no Limited Partner or Unitholder will have any liability in excess of the capital contributions made to the Partnership, and his share of the Partnership's assets and undistributed profits. In accordance with Section 17-608 of the Act, (i) if a Limited Partner or a Unitholder 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 Partnership for a period of six years thereafter for the amount of the Capital Contribution wrongfully returned, (ii) if without violating this Agreement, a Limited Partner or a Unitholder receives a return of any part of his Capital Contribution, then he shall be liable to the Partnership 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 Partnership during the period the Capital Contribution was held by the Partnership and (iii) a Limited Partner or Unitholder 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 assets of the Partnership below the agreed value of his Capital Contribution that has not been distributed to him.
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Liability of Partners and Unitholders A. Except as provided in the Act, no Limited Partner or Unitholder will be personally liable for the debts, liabilities, contracts, or other obligations of the Partnership. Except as provided in the Act, no Limited Partner or Unitholder will have any liability in excess of the capital contributions made to the Partnership, and his share of the Partnership's assets and undistributed profits. In accordance with Section 17-608 of the Act, (i) if a Limited Partner or a Unitholder 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 Partnership for a period of six years thereafter for the amount of the Capital Contribution wrongfully returned, (ii) if without violating this Agreement, a Limited Partner or a Unitholder receives a return of any part of his Capital Contribution, then he shall be liable to the Partnership 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 Partnership during the period the Capital Contribution was held by the Partnership and (iii) a Limited Partner or Unitholder 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 assets of the Partnership below the agreed value of his Capital Contribution that has not been distributed to him. B. Except as set forth in 3.4A, no Limited Partner or Unitholder shall be required to lend any funds to the Partnership or, after his Capital Contribution has been fully paid, to make any further capital contribution to the Partnership, nor shall any Limited Partner or Unitholder be liable for or have any obligation to restore any negative balance in his Capital Account. C. Subject to the provisions of Section 5.9 of this Agreement, no General Partner shall have any personal liability for the repayment of the Capital Contribution or the Cumulative Return of any Limited Partner or Unitholder or be required to repay to the Partnership all or any portion of any negative balance of the Capital Accounts of the Limited Partners or the Unitholders. D. Neither the payments made by Benchmark Communities, Inc. or Daniel P. Riedel under the Cash Flow Xxxxxxx Xxxxxxty Agreement nor the Deferred Land Payments ultimately to be received by Benchmark Homes, Inc. shall constitute a Capital Contribution of the Development General Partner or be c...
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Related to Liability of Partners and Unitholders A

  • Liability of Partners (a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.

  • Liability of Limited Partners Except as provided in the following sentence, notwithstanding the provisions hereof for the allocation of the Partnership’s net losses and for the distribution of cash to the Partners by the Partnership, the Limited Partners shall not be responsible or obligated to any third parties for any debts or liabilities of the Partnership in excess of such Limited Partner’s unrecovered contributions to the capital of the Partnership and such Limited Partner’s share of any undistributed profits of the Partnership.

  • Liability of Members The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Rights of Limited Partners Relating to the Partnership (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(b) hereof, each Limited Partner and the Special Limited Partner shall have the right, for a purpose reasonably related to such Person’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Person’s own expense (including such reasonable copying and administrative charges as the General Partner may establish from time to time):

  • Liability of General Partner The General Partner is not liable, responsible, or accountable in damages or otherwise to the Limited Partner or the Partnership for any act performed by the General Partner in good faith and within the scope of this Agreement. The General Partner is liable to the Limited Partner only for conduct that involves gross negligence, bad faith, or fraud.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Admission of Additional Limited Partners A. After the admission to the Partnership of the initial Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner.

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