Common use of Liability of Partners Clause in Contracts

Liability of Partners. Neither the General Partner nor any Limited Partner nor any of their respective employees, agents or representatives shall be responsible to the Partnership or to any other Partner for any loss, liability, damage, claim, judgment, cost, obligation or expense sustained, incurred or resulting directly or indirectly from the acts or omissions of such Partner to the extent that such Partner or any of their respective employees, agents or representatives reasonably and in good faith believed such act or omission to be within the express or implied scope of the authority and responsibility vested in such Partner pursuant to this Agreement. To the extent not due to the gross negligence or willful misconduct (including but not limited to fraud, misrepresentation or any other intentional tort) of such Partner or such Partner's employees, agents or representatives, the Partnership will indemnify the Partners (including the officers, directors and employees of the General Partner) against judgments, fines, amounts paid in settlement and expenses (including attorneys fees) reasonably incurred by them in any civil, criminal or investigative proceeding in which they are involved or threatened to be involved by reason of being a Partner in the Partnership, provided that the Partner acted in good faith, within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the beat interest of the Partnership or the Partners. The provisions of the foregoing sentences, however, shall not relieve the General Partner of its obligation as a Partner to share in the losses, costs and expenses of the Partnership. The provisions of this Section 4.3 shall survive any termination or expiration of this Agreement.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Valor Telecommunications Southwest LLC), Limited Partnership Agreement (Valor Telecommunications Southwest LLC), Limited Partnership Agreement (Valor Telecommunications Southwest LLC)

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Liability of Partners. Neither the General Partner nor any Limited Partner nor any of their respective employees, agents or representatives shall be responsible to the Partnership or to any other Partner for any loss, liability, damage, claim, judgment, cost, obligation or expense sustained, incurred or resulting directly or indirectly from the acts or omissions of such Partner to the extent that such Partner or any of their respective employees, agents or representatives reasonably and in good faith believed such act or omission to be within the express or implied scope of the authority and responsibility vested in such Partner pursuant to this Agreement. To the extent not due to the gross negligence or willful misconduct (including but not limited to fraud, misrepresentation or any other intentional tort) of such Partner or such Partner's ’s employees, agents or representatives, the Partnership will indemnify the Partners (including the officers, directors and employees of the General Partner) against judgments, fines, amounts paid in settlement and expenses (including attorneys fees) reasonably incurred by them in any civil, criminal or investigative proceeding in which they are involved or threatened to be involved by reason of being a Partner in the Partnership, provided that the Partner acted in good faith, within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the beat interest of the Partnership or the Partners. The provisions of the foregoing sentences, however, shall not relieve the General Partner of its obligation as a Partner to share in the losses, costs and expenses of the Partnership. The provisions of this Section 4.3 shall survive any termination or expiration of this Agreement.

Appears in 2 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Windstream Lexcom Wireless, LLC)

Liability of Partners. Neither the General Partner nor any Limited Partner nor any of their respective employees, agents or representatives shall be responsible to the Partnership or to any other Partner for any loss, liability, damage, claim, judgment, cost, obligation or expense sustained, incurred or resulting directly or indirectly from the acts or omissions of such Partner to the extent that such Partner or any of their respective employees, agents or representatives reasonably and in good faith believed such act or omission to be within the express or implied scope of the authority and responsibility vested in such Partner pursuant to this Agreement. To the extent not due to the gross negligence or willful misconduct (including but not limited to fraud, misrepresentation or any other intentional tort) of such Partner or such Partner's employees, agents or representatives, the Partnership will indemnify the Partners (including the officers, directors and employees of the General Partner) against judgments, fines, amounts paid in settlement and expenses (including attorneys fees) reasonably incurred by them in any civil, criminal or investigative proceeding in which they are involved or threatened to be involved by reason of being a Partner in the Partnership, provided that the Partner acted in good faith, within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the beat best interest of the Partnership or the Partners. The provisions of the foregoing sentences, however, shall not relieve the General Partner of its obligation as a Partner to share in the losses, costs and expenses of the Partnership. The provisions of this Section 4.3 shall survive any termination or expiration of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Valor Telecommunications Southwest LLC)

Liability of Partners. Neither the General Partner nor not any Limited Partner nor any of their respective employees, agents or representatives shall be responsible to the Partnership or to any other Partner for any loss, liability, damage, claim, judgment, cost, obligation or expense sustained, incurred or resulting directly or indirectly from the acts or omissions of such Partner to the extent that such Partner or any of their respective employees, agents or representatives reasonably and in good faith believed such act or omission to be within the express or implied scope of the authority and responsibility vested in such Partner pursuant to this Agreement. To the extent not due to to. the gross negligence or willful misconduct ({including but not limited to fraud, misrepresentation or any other intentional tort) } of such Partner or such Partner's employees, agents or representatives, the Partnership will indemnify the Partners (including the officers, directors and employees of the General Partner) against judgments, fines, amounts paid in settlement and expenses (including attorneys fees) reasonably incurred by them in any civil, criminal or investigative proceeding in which they are involved or threatened to be involved by reason of being a Partner in the Partnership, provided that the Partner acted in good faith, within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the beat best interest of the Partnership or the Partners. The provisions of the foregoing sentences, however, shall not relieve the General Partner of its obligation as a Partner to share in the losses, costs and expenses of the Partnership. The provisions of this Section 4.3 shall survive any termination or expiration of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Harper Telephone L.P.)

Liability of Partners. Neither the General Partner nor any arty Limited Partner nor any of their respective employees, agents or representatives shall be responsible to the Partnership or to any other Partner for any loss, liability, damage, claim, judgment, cost, obligation or expense sustained, incurred or resulting directly or indirectly from the acts or omissions of such Partner to the extent that such Partner or any of their respective employees, agents or representatives reasonably and in good faith believed such act or omission to be within the express or implied scope of the authority and responsibility vested in such Partner pursuant to this Agreement. To the extent not due to the gross negligence or willful misconduct (including but not limited to fraud, misrepresentation or any arty other intentional tort) of such Partner or such Partner's employees, agents or representatives, the Partnership will indemnify the Partners (including the officers, directors and employees of the General Partner) against judgments, fines, amounts paid in settlement and expenses (including attorneys fees) reasonably incurred by them in any civil, criminal or investigative proceeding in which they are involved or threatened to be involved by reason of being a Partner in the Partnership, provided that the Partner acted in good faith, within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the beat interest of the Partnership or the Partners. The provisions of the foregoing sentences, however, shall not relieve the General Partner of its obligation as a Partner to share in the losses, costs and expenses of the Partnership. The provisions of this Section 4.3 shall survive any termination or expiration of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Valor Telecommunications Southwest LLC)

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Liability of Partners. Neither the General Partner nor any Limited Partner nor any of their respective employees, agents or representatives shall be responsible to the Partnership or to any other Partner for any loss, liability, damage, claim, judgment, cost, obligation or expense sustained, incurred or resulting directly or indirectly from the acts or omissions of such Partner Farther to the extent that such Partner or any of their respective employees, agents or representatives reasonably and in good faith believed such act or omission to be within the express or implied scope of the authority and responsibility vested in such Partner pursuant to this Agreement. To the extent not due to the gross negligence or willful misconduct (including but not limited to fraud, misrepresentation or any other intentional tort) of such Partner or such Partner's employees, agents or representatives, the Partnership will indemnify the Partners (including the officers, directors and employees of the General Partner) against judgments, fines, amounts paid in settlement and expenses (including attorneys fees) reasonably incurred by them in any civil, criminal or investigative proceeding in which they are involved or threatened to be involved by reason of being a Partner in the Partnership, provided that the Partner acted in good faith, within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the beat interest of the Partnership or the Partners. The provisions of the foregoing sentences, however, shall not relieve the General Partner of its obligation as a Partner to share in the losses, costs and expenses of the Partnership. The provisions of this Section 4.3 shall survive any termination or expiration of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Valor Telecommunications Southwest LLC)

Liability of Partners. Neither the General Partner Farther nor any Limited Partner nor any of their respective employees, agents or representatives shall be responsible to the Partnership or to any other Partner for any loss, liability, damage, claim, judgment, cost, obligation or expense sustained, incurred or resulting directly or indirectly from the acts or omissions of such Partner to the extent that such Partner or any of their respective employees, agents or representatives reasonably and in good faith believed such act or omission to be within the express or implied scope of the authority and responsibility vested in such Partner Farther pursuant to this Agreement. To the extent not due to the gross negligence or willful misconduct (including but not limited to fraud, misrepresentation or any other intentional tort) of such Partner or such Partner's employees, agents or representatives, the Partnership will indemnify the Partners (including the officers, directors and employees of the General Partner) against judgments, fines, amounts paid in settlement and expenses (including attorneys fees) reasonably incurred by them in any civil, criminal or investigative proceeding in which they are involved or threatened to be involved by reason of being a Partner in the Partnership, provided that the Partner acted in good faith, within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the beat interest of the Partnership or the Partners. The provisions of the foregoing sentences, however, shall not relieve the General Partner of its obligation as a Partner Farther to share in the losses, costs and expenses of the Partnership. The provisions of this Section 4.3 shall survive any termination or expiration of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Valor Telecommunications Southwest LLC)

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