Common use of LIMITATION OF LIMITED PARTNERS' LIABILITY Clause in Contracts

LIMITATION OF LIMITED PARTNERS' LIABILITY. (a) No Limited Partner shall have any personal liability whatsoever, whether to the Partnership, to any of the Partners or to any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount contributed by such Limited Partner to the capital of the Partnership; provided, however, that a Limited Partner shall be obligated to return distributions wrongfully distributed to it as required by the Act or other applicable law. (b) No Limited Partner, in its capacity as a limited partner of the Partnership, shall control the Partnership's business or be deemed to be participating in the control of the business of the Partnership within the meaning of the Act by doing one or more of the following: (i) being a contractor for or an agent or employee of the Partnership or the General Partner or being an officer, director or shareholder of the General Partner; (ii) consulting with and advising the General Partner with respect to the business of the Partnership; (iii) acting as surety for the Partnership or guaranteeing or assuming one or more obligations of the Partnership, acting as an endorser of the Partnership's obligations or providing collateral for any borrowings of the Partnership; (iv) taking any action required or permitted by law to bring or pursue a derivative action in the right of the Partnership; (v) requesting or attending a meeting of Partners; (vi) proposing, approving or disapproving, by voting or otherwise, one or more of the following matters: (A) the dissolution and winding up of the Partnership or continuation of the business of the Partnership upon the occurrence of any event that would otherwise require the winding up and termination of its affairs; (B) the sale, exchange, lease, mortgage, pledge or other transfer of all or all or substantially all of the assets of the Partnership; (C) the incurrence of indebtedness by the Partnership other than in the ordinary course of its business; (D) a change in the nature of the Partnership business; (E) the admission or removal of a General Partner; (F) the admission or removal of a Limited Partner; (G) a transaction involving an actual or potential conflict of interest between the Partnership and a General Partner or a Limited Partner; (H) an amendment to this Agreement or the Partnership Certificate; (I) matters related to the business of the Partnership not otherwise enumerated in this subsection, but which this Agreement, or any other agreement, states in writing may be subject to the approval or disapproval of Limited Partners; or (J) any other matter required by law or regulation, or deemed advisable by the General Partner, to be submitted to a vote of Limited Partners; (vii) winding up the Partnership; or (viii) taking any of the actions described in Section 17-303(b) of the Act or in this Agreement, or exercising any right or power permitted a limited partner under the Act, which action or exercise is not specifically enumerated in this Section. ARTICLE FOUR

LIMITATION OF LIMITED PARTNERS' LIABILITY. (a) No Limited Partner shall have any personal liability whatsoever, whether to the Partnership, to any of the Partners or to any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount contributed by such Limited Partner to the capital of the Partnership; provided, however, that a Limited Partner shall be obligated to return distributions wrongfully distributed to it as required by the Act or other applicable law. (b) No Limited Partner, in its capacity as a limited partner of the Partnership, shall control the Partnership's business or be deemed to be participating in the control of the business of the Partnership within the meaning of the Act by doing one or more of the following: (i) being a contractor for or an agent or employee of the Partnership or the General Partner or being an officer, director or shareholder of the General Partner; (ii) consulting with and advising the General Partner with respect to the business of the Partnership; (iii) acting as surety for the Partnership or guaranteeing or assuming one or more obligations of the Partnership, acting as an endorser of the Partnership's obligations or providing collateral for any borrowings of the Partnership; (iv) taking any action required or permitted by law to bring or pursue a derivative action in the right of the Partnership; (v) requesting or attending a meeting of Partners; (vi) proposing, approving or disapproving, by voting or otherwise, one or more of the following matters: (A) the dissolution and winding up of the Partnership or continuation of the business of the Partnership upon the occurrence of any event that would otherwise require the winding up and termination of its affairs; (B) the sale, exchange, lease, mortgage, pledge or other transfer of all or all or substantially all of the assets of the Partnership; (C) the incurrence of indebtedness by the Partnership other than in the ordinary course of its business; (D) a change in the nature of the Partnership business; (E) the admission or removal of a General Partner; (F) the admission or removal of a Limited Partner; (G) a transaction involving an actual or potential conflict of interest between the Partnership and a General Partner or a Limited Partner; (H) an amendment to this Agreement or the Partnership Certificate; (I) matters related to the business of the Partnership not otherwise enumerated in this subsection, but which this Agreement, or any other agreement, states in writing may be subject to the approval or disapproval of Limited Partners; or (J) any other matter required by law or regulation, or deemed advisable by the General Partner, to be submitted to a vote of Limited Partners; (vii) winding up the Partnership; or (viii) taking any of the actions described in Section 17-303(b) of the Act or in this Agreement, or exercising any right or power permitted a limited partner under the Act, which action or exercise is not specifically enumerated in this Section. ARTICLE FOUR

LIMITATION OF LIMITED PARTNERS' LIABILITY. (a) No Limited Partner shall have any personal liability whatsoever, whether to the Partnership, to any of the Partners or to any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount contributed by such Limited Partner to the capital of the Partnership; provided, however, that a Limited Partner shall be obligated to return distributions wrongfully distributed to it as required by the Act or other applicable law. (b) No Limited Partner, in its capacity as a limited partner of the Partnership, shall control the Partnership's business or be deemed to be participating in the control of the business of the Partnership within the meaning of the Act by doing one or more of the following: (i) being a contractor for or an agent or employee of the Partnership or the General Partner or being an officer, director or shareholder of the General Partner; (ii) consulting with and advising the General Partner with respect to the business of the Partnership; (iii) acting as surety for the Partnership or guaranteeing or assuming one or more obligations of the Partnership, acting as an endorser of the Partnership's obligations or providing collateral for any borrowings of the Partnership; (iv) taking any action required or permitted by law to bring or pursue a derivative action in the right of the Partnership; (v) requesting or attending a meeting of Partners; (vi) proposing, approving or disapproving, by voting or otherwise, one or more of the following matters: (A) the dissolution and winding up of the Partnership or continuation of the business of the Partnership upon the occurrence of any event that would otherwise require the winding up and termination of its affairs; (B) the sale, exchange, lease, mortgage, pledge or other transfer of all or all or substantially all of the assets of the Partnership; (C) the incurrence of indebtedness by the Partnership other than in the ordinary course of its business; (D) a change in the nature of the Partnership business; (E) the admission or removal of a General Partner; (F) the admission or removal of a Limited Partner; (G) a transaction involving an actual or potential conflict of interest between the Partnership and a General Partner or a Limited Partner; (H) an amendment to this Agreement or the Partnership Certificate; (I) matters related to the business of the Partnership not otherwise enumerated in this subsection, but which this Agreement, or any other agreement, states in writing may be subject to the approval or disapproval of Limited Partners; or (J) any other matter required by law or regulation, or deemed advisable by the General Partner, to be submitted to a vote of Limited Partners; (vii) winding up the Partnership; or (viii) taking any of the actions described in Section 17-303(b) of the Act or in this Agreement, or exercising any right or power permitted a limited partner under the Act, which action or exercise is not specifically enumerated in this Section. ARTICLE FOUR.

LIMITATION OF LIMITED PARTNERS' LIABILITY. (a) No Limited Partner shall have any personal liability whatsoever, whether to the Partnership, to any of the Partners or to any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount contributed by such Limited Partner to the capital of the Partnership; provided, however, that a Limited Partner shall be obligated to return distributions wrongfully distributed to it as required by the Act or other applicable law. (b) No Limited Partner, in its capacity as a limited partner of the Partnership, shall control the Partnership's business or be deemed to be participating in the control of the business of the Partnership within the meaning of the Act by doing one or more of the following: (i) being a contractor for or an agent or employee of the Partnership or the General Partner or being an officer, director or shareholder of the General Partner; (ii) consulting with and advising the General Partner with respect to the business of the Partnership; (iii) acting as surety for the Partnership or guaranteeing or assuming one or more obligations of the Partnership, acting as an endorser of the Partnership's obligations or providing collateral for any borrowings of the Partnership; (iv) taking any action required or permitted by law to bring or pursue a derivative action in the right of the Partnership; (v) requesting or attending a meeting of Partners; (vi) proposing, approving or disapproving, by voting or otherwise, one or more of the following matters: (A) the dissolution and winding up of the Partnership or continuation of the business of the Partnership upon the occurrence of any event that would otherwise require the winding up and termination of its affairs; (B) the sale, exchange, lease, mortgage, pledge or other transfer of all or all or substantially all of the assets of the Partnership; (C) the incurrence of indebtedness by the Partnership other than in the ordinary course of its business; (D) a change in the nature of the Partnership business; (E) the admission or removal of a General Partner; (F) the admission or removal of a Limited Partner; (G) a transaction involving an actual or potential conflict of interest between the Partnership and a General Partner or a Limited Partner; (H) an amendment to this Agreement or the Partnership Certificate; (I) matters related to the business of the Partnership not otherwise enumerated in this subsection, but which this Agreement, or any other agreement, states in writing may be subject to the approval or disapproval of Limited Partners; or (J) any other matter required by law or regulation, or deemed advisable by the General Partner, to be submitted to a vote of Limited Partners; (vii) winding up the Partnership; or (viii) taking any of the actions described in Section 17-303(b) of the Act or in this Agreement, or exercising any right or power permitted a limited partner under the Act, which action or exercise is not specifically enumerated in this Section. ARTICLE FOUR

LIMITATION OF LIMITED PARTNERS' LIABILITY. (a) No Limited Partner shall have any personal liability whatsoever, whether to the Partnership, to any of the Partners or to any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount contributed by such Limited Partner to the capital of the Partnership; provided, however, that a Limited Partner shall be obligated to return distributions wrongfully distributed to it as required by the Act or other applicable law. (b) No Limited Partner, in its capacity as a limited partner of the Partnership, shall control the Partnership's business or be deemed to be participating in the control of the business of the Partnership within the meaning of the Act by doing one or more of the following: (i) being a contractor for or an agent or employee of the Partnership or the General Partner or being an officer, director or shareholder of the General Partner; (ii) consulting with and advising the General Partner with respect to the business of the Partnership; (iii) acting as surety for the Partnership or guaranteeing or assuming one or more obligations of the Partnership, acting as an endorser of the Partnership's obligations or providing collateral for any borrowings of the Partnership; (iv) taking any action required or permitted by law to bring or pursue a derivative action in the right of the Partnership; (v) requesting or attending a meeting of Partners; (vi) proposing, approving or disapproving, by voting or otherwise, one or more of the following matters: (A) the dissolution and winding up of the Partnership or continuation of the business of the Partnership upon the occurrence of any event that would otherwise require the winding up and termination of its affairs; (B) the sale, exchange, lease, mortgage, pledge or other transfer of all or all or substantially all of the assets of the Partnership; (C) the incurrence of indebtedness by the Partnership other than in the ordinary course of its business; (D) a change in the nature of the Partnership business; (E) the admission or removal of a General Partner; (F) the admission or removal of a Limited Partner; (G) a transaction involving an actual or potential conflict of interest between the Partnership and a General Partner or a Limited Partner; (H) an amendment to this Agreement or the Partnership Certificate; (I) matters related to the business of the Partnership not otherwise enumerated in this subsection, but which this Agreement, or any other agreement, states in writing may be subject to the approval or disapproval of Limited Partners; or (J) any other matter required by law or regulation, or deemed advisable by the General Partner, to be submitted to a vote of Limited Partners; (vii) winding up the Partnership; or (viii) taking any of the actions described in Section 17-303(b) of the Act or in this Agreement, or exercising any right or power permitted a limited partner under the Act, which action or exercise is not specifically enumerated in this Section. ARTICLE FOURArticle Four ADMISSION OF ADDITIONAL PARTNERS