Limited Liability of Unitholders. Each Unit of Beneficial Interest in the Trust exchanged for a unit of the Limited Partnership and each unit purchased thereafter shall be fully paid and non-assessable. No Unitholder shall be liable for Trust obligations in excess of the capital contributed by it and such other amounts required by the Act.
Limited Liability of Unitholders. Each Unit, when purchased in accordance with this Declaration and Agreement of Trust, shall, except as otherwise provided by law, be fully-paid and nonassessable. Any provisions of this Declaration and Agreement of Trust to the contrary notwithstanding, Unitholders (including the Managing Owner, except to the extent otherwise provided herein) shall be entitled to the same limitation on personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. The Trust will indemnify, to the full extent permitted by law, each Unitholder (other than the Managing Owner in the event that the Managing Owner acquires Units) against any claims of liability asserted against such Unitholder solely because such Unitholder is a beneficial owner of the Trust (other than in respect of taxes due from such Unitholder as such a beneficial owner). Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Managing Owner shall give notice to the effect that the same was executed or made by or on behalf of the Trust and that the obligations of any of the foregoing are not binding upon the Unitholders individually but are binding only upon the assets and property of the Trust, and that no resort shall be had to the Unitholders’ personal property for the satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Declaration and Agreement of Trust and may contain any further recital which the Managing Owner deems appropriate, but the omission thereof shall not operate to bind the Unitholders individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking.
Limited Liability of Unitholders. Subject to the provisions of the Act and any specific assumption of liability, the liability of each limited partner that is a Unitholder for the debts, liabilities, losses and obligations of the Fund is limited to the amount of such Unitholder’s capital contribution plus his pro rata share of the undistributed income of the Fund. Unitholders may lose the protection of limited liability by taking part in the control of the business of the Fund as set out in Section 2.9. In all cases other than the possible loss of limited liability, a Unitholder shall have no further personal liability or liabilities and obligations and shall not be liable for any further calls or assessments or further contributions to the Fund. However, as a result of a distribution to the Unitholders, the Unitholders and the General Partner may be bound to return to the Fund such part of any amount distributed to them as may be necessary to restore the capital of the Fund to its existing amount before such distribution if, as a result of such distribution, the capital of the Fund is reduced and the Fund is unable to pay its debts as they become due.
