Common use of Liability of the General Partner Clause in Contracts

Liability of the General Partner. The General Partner and its Affiliates, officers, directors, agents and employees shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any of the Partners or their successors or assigns for any acts or omissions performed or omitted within the scope of its authority as General Partner, or otherwise conferred on the General Partner and such Affiliates, officers, directors, agents and employees by this Agreement, provided that the General Partner or such Affiliates, officers, directors, agents or employees shall act in good faith and shall not be guilty of willful misconduct or gross negligence.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Philips International Realty Corp), Agreement of Limited Partnership (Cali Realty Corp /New/), Limited Partnership Agreement (Mack Cali Realty Corp)

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Liability of the General Partner. The General Partner and its -------------------------------- Affiliates, officers, directors, agents and employees shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any of the Partners or their successors or assigns for any acts or omissions performed or omitted within the scope of its authority as General Partner, or otherwise conferred on the General Partner and such Affiliates, officers, directors, agents and employees by this Agreement, provided that the General -------- Partner or such Affiliates, officers, directors, agents or employees shall act not have acted in good bad faith and shall not be guilty of willful misconduct or gross negligence.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Reckson Associates Realty Corp)

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Liability of the General Partner. The General Partner and its Affiliates, officers, directors, agents and employees shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any of the Partners or their successors or assigns for any acts or omissions performed or omitted within the scope of its authority as General Partner, or otherwise conferred on the General Partner and such Affiliates, officers, directors, agents and employees by this Agreement, provided that the General Partner or such Affiliates, officers, directors, agents or employees shall act in conformance with the provisions of Exhibit A, shall act in good faith and shall not be guilty of willful misconduct or gross negligence; provided, however, the foregoing shall not limit the General Partner's fiduciary duty to the Limited Partners.

Appears in 1 contract

Samples: Limited Partnership Agreement (Scana Corp)

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