Liability of the Partners.
(a) Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and a Limited Partner shall not be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Limited Partner; except that a Limited Partner shall contribute to the Partnership any amounts required under the Act or pursuant to Section 6.05(e)(ii).
(b) To the extent required by the Act, the General Partner shall be liable for the repayment and discharge of all debts, obligations and liabilities of the Partnership. Neither the General Partner nor any of its Affiliates (other than the Partnership) shall be liable for the return of the Capital Contributions of any Limited Partner or the payment of any amounts hereunder to any Limited Partner, and each Limited Partner hereby waives any and all claims that it may have against the General Partner or any of its Affiliates (other than the Partnership) in this regard.
Liability of the Partners. During the existence of the venture neither party shall be liable for any obligations of the other party created without the express approval of both parties. The parties shall share equally in any and all profits and losses of the venture.
Liability of the Partners. Generally 3
Liability of the Partners. In the event that the Limited Partnership is unable to pay its debts or liabilities, the liability of each Limited Partner for the Limited Partnership's liabilities shall be limited to the amount of its capital contributed or the amount required to be contributed to the Limited Partnership in accordance with this Agreement or as required to be contributed by the Act. The General Partner shall be liable on an unlimited basis for all of the Limited Partnership's debts and liabilities as if a partner in a partnership without limited partners.
Liability of the Partners. Except as otherwise provided in this Agreement, the General Partner shall have the liabilities of a managing general partner in a Luxembourg special limited partnership. In no event will any Limited Partner be required to make any Capital Contribution to the Partnership in addition to its Unfunded Capital Commitment (or other payments provided for herein) or have any liability for the repayment or discharge of the debts and obligations of the Partnership except to the extent provided herein or in the AIFMD Disclosure Memorandum or as required by the Companies Law; provided, however, that a Limited Partner shall be required to return any distribution that was made to such Limited Partner in error or as otherwise required pursuant to the Companies Law.
Liability of the Partners. (a) Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and a Limited Partner shall not be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Limited Partner.
(b) The General Partner shall have unlimited liability for the repayment and discharge of all debts and obligations of the Partnership to the extent required under the Act. Neither the General Partner nor any of its Affiliates (other than the Partnership), nor any Limited Partner shall be liable for the return of the capital contributions of any Limited Partner, and each Limited Partner hereby waives any and all claims that it may have against the General Partner or any Affiliate thereof (other than the Partnership) and the other Limited Partners in this regard.
Liability of the Partners. 1.7.1 The General Partner shall be personally and unlimitedly liable (indéfiniment et solidairementresponsable) to the creditors of the Partnership for all obligations of the Partnership, whichcannot be satisfied out of the Partnership's assets.
1.7.2 The liability of each Limited Partner shall be limited to the amount such Limited Partner subscribed to the Partnership.
1.7.3 The Limited Partners shall take no part in the operation of the Partnership or the management or control of its activities and affairs, and shall have no right or authority to take part in or in any way interfere in the conduct or management of the Partnership, or to vote or provide advice on matters relating to the Partnership other than as provided in this Agreement.
Liability of the Partners. (a) Neither the Partners nor their respective owners, directors, officers, employees, or agents nor their designated Managers shall be liable to the Partnership or to
Liability of the Partners. Each Partner shall be severally liable to all third parties for all debts and obligations of the Partnership and shall, as among the Partners themselves, be obligated promptly to restore any deficit balance in such Partner's capital account. Partners which have withdrawn from the Partnership shall nevertheless remain liable both to third parties and to the Partnership, as provided above, in respect of liabilities arising due to events which occurred while they were Partners.
Liability of the Partners. (a) The General Partner has unlimited liability for the debts, liabilities and obligations of the Partnership. Except in cases of gross negligence or wilful misconduct, the General Partner will not be liable to the Limited Partners or the Partnership for a mistake or error in judgment, any act or omission believed by the General Partner in good faith to be within the scope of the authority conferred on the General Partner by this Agreement, or any loss or damage to the property or assets of the Partnership caused by circumstances beyond the control of the General Partner. If the tax ruling referred to in Section 11(a) of the Side Letter has been obtained, the liability of the General Partner to SON BtM Partner resulting from Claims arising from any breach by the General Partner of its obligations under this Agreement shall be limited to the amount SON BtM Partner would have been entitled to if the only asset of the General Partner were a 0.1% Partnership Interest in the Partnership, provided that such limitation shall not apply to Claims which SON BtM Partner would have been entitled to bring against the General Partner had the General Partner been a Limited Partner not engaged in the management of the Partnership. For greater certainty, SON LPCo will have no claim in respect of any rights, interests or payments in connection with the BtM LP Promissory Note.
(b) Subject to the provisions of the Limited Partnerships Act and except for Claims in respect of the indemnity obligations respecting any guarantees provided by a Limited Partner in respect of the Partnership, the liability of each Limited Partner for the debts, liabilities and obligations of the Partnership is limited to the amount of such Limited Partner’s Equity Contributions actually made or agreed to be made plus its share of the undistributed income of the Partnership.
(c) Subject to the terms of any service agreements or separate guarantees or indemnities, in no event will any Partner be liable to another Partner or its Affiliates or their respective officers, directors, employees, agents, shareholders, partners or any other Person claiming through such Partner or Affiliate, for special, incidental, indirect, consequential, exemplary or punitive damages (even if any such Person has been advised of the possibility of such damage or loss) of any kind in connection with this Agreement.
