Common use of Liability of Partners Clause in Contracts

Liability of Partners. (a) The General Partner shall not be obligated to contribute cash or other assets to the Partnership to make up deficits in their Capital accounts or in the Capital Accounts of the Limited Partners either during the term of the Partnership or upon liquidation. The General Partner shall be liable for all debts and obligations of the partnership to the extent that the Partnership is unable to pay such debts and obligations up to the extent of Veteri's capital. (b) The doing of any act or the failure to do any act by a General Partner, the effect of which may cause or result in loss, liability, damage or expense to the Partnership or any Partner shall not subject a General Partner to any liability to the Partnership or to any Partner, except that a General Partner may be so liable if it has not acted in good faith, or has committed gross misconduct or was grossly negligent. (c) A Limited Partner will not be liable for any debts or bound by any obligations of the Partnership except to the extent set forth in subsections (d), (e) and (f) of this Section 13. (d) A Limited Partner who has received the return of any part of his or its Capital contribution without violation of this Agreement or the Act shall not therefore be labile to the Partnership or its creditors. (e) A Limited Partner receiving a return of any portion of his or its Capital Contribution in violation the Act or this Agreement will be Liable to the Partnership for a period of six (6) years thereafter for the amount of the contribution wrongfully returned. (f) A Limited Partner may be liable to the Partnership or creditors of the Partnership for any amounts distributed if, and to the extent that, at the time of the distribution, he actually knew that, after giving effect to the distribution, all liabilities of the Partnership, other than liabilities to Partners on account of their interest in the Partnership, exceeded the fair value of the Partnership's assets.

Appears in 22 contracts

Samples: Agreement of Limited Partnership (Seidman Lawrence B), Limited Partnership Agreement (Seidman Lawrence B), Limited Partnership Agreement (Seidman Lawrence B)

AutoNDA by SimpleDocs

Liability of Partners. (a) The General Partner Partners shall not be obligated to contribute cash or other assets to the Partnership to make up deficits in their Capital accounts Accounts or in the Capital Accounts of the Limited Partners either during the term of the Partnership or upon liquidation. The General Partner Partners shall be liable for all debts and obligations of the partnership Partnership to the extent that the Partnership is unable to pay such debts and obligations up to the extent of Veteri's capitalobligations. (b) The doing of any act or the failure to do any act by a General Partner, the effect of which may cause or result in loss, liability, damage or expense to the Partnership or any Partner shall not subject a General Partner to any liability to the Partnership or to any Partner, except that a General Partner may be so liable if it he has not acted in good faith, or has committed gross misconduct or was grossly negligentnegligent or as otherwise provided under the Employee Retirement Income Security Act of 19764 as amended ("ERISA"). (c) A Limited Partner will not be liable for any debts or bound by any obligations of the Partnership except to the extent set forth in subsections (d), (e) and (fand(f) of this Section 13. (d) A Limited Partner who has received the return of any part of his or its Capital contribution Contribution without violation of this Agreement or the Act shall not therefore be labile liable to the Partnership or its creditors. (e) A Limited Partner receiving a return of any portion of his or its Capital Contribution in violation of the Act or this Agreement will be Liable to the Partnership for a period of six (6) years thereafter for the amount of the contribution wrongfully returned. (f) A Limited Partner may be liable to the Partnership or creditors of the Partnership for any amounts distributed if, and to the extent that, at the time of the distribution, he actually knew that, after giving effect to the distribution, all liabilities of the Partnership, other than liabilities to Partners on account of their interest interests in the Partnership, exceeded the fair value of the Partnership's assets.

Appears in 3 contracts

Samples: Agreement of Limited Partnership (Seidman Lawrence B), Agreement of Limited Partnership (Seidman Lawrence B), Limited Partnership Agreement (Seidman Lawrence B)

AutoNDA by SimpleDocs

Liability of Partners. (a) The General Partner shall not be obligated to contribute cash or other assets to the Partnership to make up deficits in their its Capital accounts Account or in the Capital Accounts of the Limited Partners either during the term of the Partnership or upon liquidation. The General Partner shall be liable for all debts and obligations of the partnership Partnership to the extent that the Partnership is unable to pay such debts and obligations up to the extent of Veteri's capital. (b) The doing of any act or the failure to do any act by a the General Partner, the effect of which may cause or result in loss, liability, damage or expense to the Partnership or any Partner shall not subject a the General Partner to any liability to the Partnership or to any Partner, except that a the General Partner may be so liable if it has not acted in good bad faith, or has committed gross misconduct or was grossly negligent. (c) A Limited Partner will not be liable for any debts or bound by any obligations of the Partnership except to the extent set forth in subsections (d), (e) and (f) of this Section 13. (d) A Limited Partner who has received the return of any part of his or its such Partner's Capital contribution Contribution without violation of this Agreement or the Act shall not therefore be labile liable to the Partnership or its creditors. (e) A Limited Partner receiving a who has received the return of any portion part of his or its such Partner's Capital Contribution in violation of this Agreement or the Act or this Agreement will shall be Liable liable to the Partnership for a period of six (6) years thereafter for the amount of the contribution Capital Contribution wrongfully returned. (f) A Limited Partner may be liable to the Partnership or creditors of the Partnership for any amounts distributed if, and to the extent that, at the time of the distribution, he actually knew that, after giving effect to the distribution, all liabilities of the Partnership, other than liabilities to Partners on account of their interest in the Partnership, exceeded the fair value of the Partnership's assets.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Center Bancorp Inc), Limited Partnership Agreement (Center Bancorp Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!