Liability of the General Partners. The General Partners and their agents will not be liable, responsible or accountable in damages or otherwise, to the Partnership or to any of the Partners for any acts performed or omitted to be performed in good faith. Such good faith errors will mean mistakes of judgment or losses due to such mistakes or to the negligence or bad faith of any employee, broker, advisor or other agent or representative of the Partnership (provided that such agent or representative was selected with reasonable care). The General Partners may consult with legal counsel selected by the Managing General Partner and will have no liability for the consequences of any action or omission resulting from good faith reliance on the advice of such counsel. The exculpation provided in this section shall apply to the agents, employees and other legal representatives of the General Partners.
Liability of the General Partners. As among the Partners, and except for losses caused by the fraud of the General Partners, no personal liability shall be imposed upon the General Partners with respect to any of the obligations and duties imposed upon them by the terms of this Agreement, or with respect to the liabilities of the Partnership. The liabilities of the General Partners arising from their performance of those obligations and duties imposed upon them by the terms of this Agreement and the liabilities of the Partnership shall be enforced and satisfied only out of the assets of the Partnership. The Partnership shall indemnify and save harmless the General Partners from any loss or damage incurred by reason of any act performed by them for and on behalf of the Partnership and in furtherance of its interests unless such act constituted gross negligence, willful or wanton misconduct, or intentional malfeasance.
Liability of the General Partners. (a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partners shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if such General Partner acted in good faith. The General Partners shall not be in breach of any duty that such General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided such General Partner, acting in good faith, abides by the terms of this Agreement.
Liability of the General Partners. (a) Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partners or their members, managers or officers or the Company, the A-1 Series or the Managing Member, or any of their respective directors, officers or managers shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission if the General Partners, Company, A-1 Series, Managing Member or member, manager, director or officer acted in good faith; provided that the foregoing shall not include acts that constitute fraud, gross negligence, intentional misconduct, a knowing violation of the law or a violation of the terms of this Agreement.
Liability of the General Partners. So long as the General Partners shall act in good faith with respect to the conduct of the business and affairs of the Partnership, no General Partner shall be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which the General Partner may do or refrain from doing in connection with the business and affairs of the Partnership except for willful misconduct or gross negligence or breach of fiduciary duty, and further except for breaches of contractual obligations or agreements between the General Partners and the Partnership. This provision is intended to supplant any provisions of the Act, in regard to the General Partners' liability to the Partnership and other Partners.
Liability of the General Partners. AND THE MEMBERS OF USC PARTNERS' COMMITTEE. (a) No General Partner shall be liable, in damages or otherwise, to the Partnership or any Partner for any act or failure to act on behalf of the Partnership by such General Partner, unless (i) such act or omission constituted fraudulent or willful misconduct (including an intentional breach of Section 9.1 or 9.8 of this Agreement or any breach of Section 9.1 or 9.8 of this Agreement arising out of the gross negligence of such General Partner), or (ii) such act or omission constituted a breach of any of the terms and conditions of this Agreement other than Sections 9.1 and 9.8 or an act outside the scope of the authority conferred on such General Partner by this Agreement, was performed or omitted in bad faith or constituted gross negligence or a violation of law, provided that, solely for purposes of this clause (ii), in the case of any act or failure to act with respect to any matter (A) responsibility for which has been delegated to the Manager pursuant to the Management Agreement and (B) for which the New General Partner may be deemed to be responsible pursuant to this Agreement and (C) which does not constitute an express obligation of the New General Partner pursuant to this Agreement, the New General Partner shall be liable only if the Manager would be liable to the Partnership pursuant to the Management Agreement if the Manager had so acted or failed to act. To the fullest extent permitted by law, each General Partner shall be indemnified by the Partnership against liability for any claim, demand, loss, damage, liability or expense (including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable legal expenses) resulting from any threatened, pending or completed action, suit or proceeding naming as a defendant the Partnership or such General Partner resulting from or in connection with the discharge of its duties and responsibilities under this Agreement, unless such General Partner's actions or omissions were of any of the types referred to in clauses (i) or (ii) above.
Liability of the General Partners. A. Notwithstanding anything to the contrary set forth in this Agreement, to the maximum extent that Maryland law or Delaware law, as the case may be, in effect from time to time permits limitation of the liability of trustees and officers of a real estate investment trust or limited liability company, as the case may be, no trustee, member, manager or officer of a General Partner shall be liable to the Partnership or any Partner for money damages. Neither the amendment nor repeal of this Section, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. In the absence of any Maryland statute or Delaware statute, as the case may be, limiting the liability of trustees and officers of a Maryland real estate investment trust or members or managers of a Delaware limited liability company, as the case may be, for money damages in a suit by or on behalf of the Partnership or by any Partner, no trustee, member, manager or officer of a General Partner shall be liable to the Partnership or to any Partner for money damages except to the extent that (i) the trustee, member, manager or officer actually received an improper benefit or profit in money, property or services, in which case the liability shall not exceed the amount of the benefit or profit in money, property or services actually received; or (ii) a judgment or other final adjudication adverse to the trustee, member, manager or officer is entered in a proceeding based on a finding in the proceeding that, the trustee's or officer's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
Liability of the General Partners. A. Notwithstanding anything to the contrary set forth in this Agreement, to the maximum extent that Maryland law or Delaware law, as the case may be, in effect from time to time permits limitation of the liability of trustees and officers of a real estate investment trust or limited liability company, as the case may be, no trustee or officer of a General Partner shall be liable to the Partnership or any Partner for money damages. Neither the amendment nor repeal of this Section, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. In the absence of any Maryland statute or Delaware statute, as the case may be, limiting the liability of trustees and officers of a Maryland real estate investment trust or a Delaware limited liability company, as the case may be, for money damages in a suit by or on behalf of the Partnership or by any Partner, no trustee or officer of a General Partner shall be liable to the Partnership or to any Partner for money damages except to the extent that (i) the trustee or officer actually received an improper benefit or profit in money, property or services, in which case the liability shall not exceed the amount of the benefit or profit in money, property or services actually received; or (ii) a judgment or other final adjudication adverse to the trustee or officer is entered in a proceeding based on a finding in the proceeding that, the trustee's or officer's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
Liability of the General Partners. As among the Partners, and ------------ --------------------------------- except for losses caused by the fraud of the General Partners, no personal liability shall be imposed upon the General Partners with respect to any of the obligations and duties imposed upon them by the terms of this Agreement, or with respect to the liabilities of the Partnership. The liabilities of the General Partners arising from their performance of those obligations and duties imposed upon them by the terms of this Agreement and the liabilities of the Partnership shall be enforced and satisfied only out of the assets of the Partnership. The Partnership shall indemnify and save harmless the General Partners from any loss or damage incurred by reason of any act performed by them for and on behalf of the Partnership and in furtherance of its interests unless such act constituted gross negligence, willful or wanton misconduct, or intentional malfeasance. ARTICLE SEVEN ------------- BANK ACCOUNTS, FISCAL YEAR, BOOKS, ACCOUNTING --------------------------------------------- AND ELECTIONS -------------
Liability of the General Partners. So long as the General Partners shall act in good faith with respect to the conduct of the business and affairs of the Partnership, they shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except for willful misconduct, gross negligence, breach of fiduciary duty or malfeasance. The respective General Partners do hereby indemnify the Partnership and the remaining Partners for any loss, expense or damage which they might suffer as a result of the said General Partner's willful misconduct, gross negligence, breach of fiduciary duty or malfeasance.
