Limitation on Liability of Partners. Except as otherwise required by the Act or applicable law or as expressly agreed in writing, no director, officer, shareholder, partner, employee or agent of any Partner shall be personally liable for the payment of any sums owing by such Partner to the Partnership or any other Partner under the terms of this Agreement or for the performance of any other covenant or agreement of such Partner contained herein.
Limitation on Liability of Partners. Except as otherwise required under the Act or applicable law and except with respect to obligations arising under Sections 2.1, 2.2, 2.3, 2.4, 2.6, or 3.4 hereof or any obligations to the Partnership expressly incurred in writing, no Partner or director, officer, shareholder, partner or employee of any Partner shall have personal liability for the payment of any sums owing by such Partner to the Partnership or any other Partner under the terms of this Agreement, or for the performance of any other covenant or agreement of such Partner contained herein; rather, the Partnership and each other Partner shall look solely to the Partnership Interest of such Partner, or to such other specific remedies as may be provided for herein, for satisfaction each and every such payment and obligation.
Limitation on Liability of Partners. No Partner shall be liable to third persons for Partnership losses, deficits, liabilities or obligations, except as otherwise expressly agreed to in writing by such Partner, unless the assets of the Partnership shall first be exhausted.
Limitation on Liability of Partners. No Limited Partner shall have any personal liability for Partnership losses, deficits, liabilities or obligations, such Limited Partner's obligations being only to the Partnership for the amount contributed or committed to be contributed by such Limited Partner to the capital of the Partnership in accordance with this Agreement. Subject to the provisions of applicable law, no General Partner shall be liable to third persons for Partnership losses, deficits, liabilities or obligations, except as otherwise expressly agreed to in writing by such General Partner or as otherwise expressly provided for in this Agreement, unless the assets of the Partnership shall first be exhausted. In the event that the Partnership's assets are exhausted, each General Partner's share of the Partnership losses, deficits, liabilities or obligations shall be limited to the ratio of its Equity Ownership Percentage to the total Equity Ownership Percentages of all General Partners. The General Partners shall have the right of contribution against each other to give effect to the foregoing. The General Partners shall not have any personal liability for repayment of the capital contributions of any Limited Partner.
Limitation on Liability of Partners. (a) No Partner shall be obligated to make loans to ASAC and no Partner (or former Partner) shall have any personal liability for the debts or obligations of ASAC or shall be obligated to repay to ASAC, any other Partner or any creditor of ASAC all or any fraction of any amounts distributed to such Partner, except as may be required under the ELP Law or as otherwise provided herein. No Partner shall be responsible for the debts or losses of any other Partner.
(b) In accordance with the ELP Law, a partner of a limited partnership may, under certain circumstances, be required to return to the limited partnership for the benefit of limited partnership creditors amounts previously distributed to it as a return of capital. It is the intent of the Partners that a distribution to any Partner be deemed a compromise and not a return or withdrawal of capital, even if such distribution represents, for U.S. federal income tax purposes or otherwise (in full or in part), a distribution of capital, and no Partner shall be obligated to pay any such amount to or for the account of ASAC or any creditor of ASAC, except as provided in this Section 7.2. However, if any arbitrator or court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Partner is obligated to make any such payment, such obligation shall be the obligation of such Partner and not of any other Partner.
Limitation on Liability of Partners. Notwithstanding anything contained in this Agreement to the contrary, any liability of a Partner arising under this Agreement or in respect of the Partnership shall be satisfied solely from the interest of such Partner in the Partnership, and each Partner and any other Person having the right to enforce such liability shall look solely to the interest of such Partner in the Partnership for the satisfaction of such liability and shall have no claim or recourse against any other asset of such Partner. In no event shall any of the partners, officers, directors, agents or advisors of a Partner be held to any personal liability whatsoever or be liable for any of the obligations of the Partner, nor shall the property of any such Persons be subject to the payment of any obligations of the Partner arising under this Agreement or in respect of the Partnership.
Limitation on Liability of Partners. 12 3.11 No Partner Responsible for Other Partner's Commitments......................................12
Limitation on Liability of Partners. Neither a Partner nor any shareholder, officer, director, employee, agent or affiliate of such Partner shall be liable or accountable in damages or otherwise to the Partnership or to any other person for any error in judgment or any mistake of fact or law or for anything that such Partner, shareholder, officer, director, employee, agent or affiliate may do or refrain from doing hereafter, whether in its capacity as a Partner, as a member of the Executive Committee or the Finance Committee or any subcommittee thereof, as an officer of the Partnership or otherwise, for and on behalf of the Partnership and in furtherance of the Partnership’s business, except in the case of its or his willful misconduct or bad faith in performing or failing to perform its or his duties hereunder.
Limitation on Liability of Partners. Conflicts of Interest and Transactions with Affiliates Section 1.12 Statutory Compliance
Limitation on Liability of Partners. Indemnification.
(a) No Partner or its shareholders, partners, employees, agents or affiliates shall have any liability to the Partnership or to any Partners for any loss, cost or expenses suffered or incurred by the Partnership or its Partners which arises out of or relates to any action or inaction of any of such person provided such action or omission to act was not the result of any action by such Partners, its members, shareholders, partners, employees, agents or Affiliates taken in bad faith, and/or in violation of this Agreement and/or which constitutes gross negligence or willful misconduct.
(b) Each Partner and its members, shareholders, partners, employees, agents and affiliates shall be indemnified by the Partnership against any losses, judgments, liabilities and expenses incurred in settling any claim or incurred in any finally adjudicated legal proceeding, including reasonable attorneys' fees and costs of removing any liens affecting property of the indemnitee, and/or amounts paid in settlement of any claims sustained by it arising from or relating to the Partnership, provided that the same were not the result of actions by such Partners, its members, shareholders, partners, employees, agents or Affiliates taken in bad faith and/or in violation of this Agreement and/or which constitute gross negligence or willful misconduct.
(c) This Section 3.03 shall inure to the benefit of the Partners, their members, shareholders, partners, employees, agents and affiliates, and their respective heirs, executors, administrators, successors and assigns.
