Limited Partner’s Liability Sample Clauses

Limited Partner’s Liability. The Limited Partner shall not take part in the management of the business or transact any business for the Partnership or have the power to sign for or to bind the Partnership to any agreement or document. Except as and to the extent expressly set forth in this Agreement, the Limited Partner shall not be subject to assessment nor shall the Limited Partner be personally liable as a Limited Partner for any of the debts of the Partnership or for any of the losses thereof beyond the amount contributed by it as capital to the Partnership and its share of the undistributed profits of the Partnership, provided, however, that the Limited Partner shall be personally liable to the General Partner with respect to the capital contributions required of the Limited Partner pursuant to the terms of this Agreement.
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Limited Partner’s Liability. Except as otherwise provided in the Act, a Limited Partner shall not be liable for any debts, obligations or losses of the Partnership in excess of the Limited Partner's contribution to the capital of the Partnership and the Limited Partner's share of the undistributed net profits of the Partnership. Furthermore, a Limited Partner shall not be required to contribute any capital to the Partnership.
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Limited Partner’s Liability. The liability of a Limited Partnxx, --------------------------- as such, to make capital contributions to the Partnership, shall be limited to the amount of capital contributions which it has made and is obligated to make pursuant to this Article 6. No Limited Partner shall have any further obligation to contribute money to or in respect of any liability or other obligation of the Partnership, nor shall any Limited Partner be personally liable for any liability or other obligation of the Partnership. Notwithstanding the foregoing two sentences, if the general partnership interest of Reckson is converted into a limited partnership interest pursuant to Section 10.7, then Reckson shall remain liable for, and be obligated to make, all loans and contributions in accordance with Section 6.4 which it was theretofore obligated to make, subject to the limitation as to Capital Loans set forth in Section 6.4.2(b).
Sample 1
Limited Partner’s Liability. The liability of the Limited Partners to the Partnership shall be limited to the amount of their Capital Contributions. The Limited Partners shall not have any further personal liability in respect of the liabilities or the obligations of the Partnership, nor shall the Limited Partners be personally liable for any obligations of the Partnership, except as may be provided in the Partnership Act.
Sample 1
Limited Partner’s Liability. The Limited Partners --------------------------- shall not be liable for any of the debts, obligations, or liabilities of the Partnership beyond their contributions of capital. The Limited Partners shall make an initial contribution to the capital of the Partnership as identified in paragraph 10.01. The partners agree that each Limited Partner shall contribute equally such additional sums as the Partnership may require during the term of the Agreement to meet its cash needs. Each Limited Partner shall make any additional capital contributions to the Partnership no later than ten (10) days following notice from the General Partner than an additional capital contribution is required for the Partnership to continue meetings its business needs. The Partners also acknowledge that additional capital contributions may be necessary, at the discretion of the General Partner, for each new business location that is opened by the Partnership. In the event that additional contributions are made, the interests of the Partners in the Partnership will be adjusted to reflect such contributions. No Limited Partners shall be obligated to make any additional contributions. However, all funding required for acquisition and expansion of new business locations will be obtained either from:
Sample 1

Related to Limited Partner’s Liability

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.

  • Liability of Limited Partners Except as provided in the following sentence, notwithstanding the provisions hereof for the allocation of the Partnership’s net losses and for the distribution of cash to the Partners by the Partnership, the Limited Partners shall not be responsible or obligated to any third parties for any debts or liabilities of the Partnership in excess of such Limited Partner’s unrecovered contributions to the capital of the Partnership and such Limited Partner’s share of any undistributed profits of the Partnership.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Rights of Limited Partners Relating to the Partnership (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(b) hereof, each Limited Partner and the Special Limited Partner shall have the right, for a purpose reasonably related to such Person’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Person’s own expense (including such reasonable copying and administrative charges as the General Partner may establish from time to time):

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Admission of Limited Partners It is expressly agreed that this Agreement may be amended from time to time to reflect the admission of additional Limited Partners and the Company shall have full power and authority to execute and file such amendments pursuant to the power of attorney contained herein. Prior to being admitted to the Partnership, a Limited Partner shall agree in writing to be bound by and comply with all provisions of this Agreement. No other person or entity shall be admitted to the Partnership except with the prior written consent of the Company.

  • Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

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