Common use of Limited Partners Clause in Contracts

Limited Partners. (a) No Limited Partner shall take part in the operation, management or control (within the meaning of the Act) of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership; provided, however, that nothing contained herein is intended to limit the ability of any Limited Partner who is employed by the Partnership to discharge the express duties and responsibilities of such employment. (b) No Limited Partner shall be personally liable for any debt, liability or obligation of the Partnership, whether to the Partnership, to the General Partner, or to creditors of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any Capital Contribution) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law. (c) The Bankruptcy of any Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Profits or Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no event, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereof. (d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this subsection 6.12(d).

Limited Partners. A Limited Partner, in its capacity as such, shall not be obligated to make any contribution to the Onshore Partnership, or have any liability for the repayment and discharge of the debts and obligations of the Onshore Partnership, in excess of such Limited Partner’s Capital Contributions (a) No plus any additions in value thereto prior to withdrawal), subject to its liability pursuant to the Act for the return of any sums or amounts wrongfully distributed to it. Notwithstanding any other provision of this Agreement, the General Partner, in the exercise of its management functions on behalf of the Onshore Partnership, may require a Limited Partner shall take part in to contribute to the operationOnshore Partnership, management at any time or control (within from time to time, whether before or after the meaning commencement of the Act) winding up of the Onshore Partnership or after such Limited Partner ceases to be a Partner of the Onshore Partnership's business, transact such amounts as are requested by the General Partner, in its exercise of its management functions on behalf of the Onshore Partnership, to meet the Onshore Partnership’s debts, obligations or liabilities (not to exceed for any business Partner the aggregate amount of any distributions, amounts paid in connection with a withdrawal of all or a portion of such Partner’s Interest and any other amounts received by such Partner from the Partnership's name Onshore Partnership during or have after the power to sign documents for Fiscal year in which any debt, obligation or otherwise bind liability of the PartnershipOnshore Partnership arose or was incurred); provided, however, that nothing contained herein is intended to limit the ability of any each Limited Partner who is employed by shall contribute only his, her or its pro rata share of the aggregate amount requested based on such Limited Partner’s Capital Account in the Fiscal year(s) in which the debt, obligation or liability arose or was incurred as a percentage of the aggregate Capital Accounts of all Limited Partners of the Onshore Partnership to discharge in such Fiscal year; provided, further that the express duties and responsibilities provisions of such employment. (bthis Section 4.02(b) shall not affect the obligations of Limited Partners under Section 17-607 of the Act. No Limited Partner (or former Limited Partner) shall be personally liable have any liability for any debt, liability the debts or obligation obligations of the Partnership, whether to Onshore Partnership except as expressly provided in the Partnership, to Act. In the General Partner, or to creditors event of any inconsistency between any terms and conditions contained in this Agreement and any non-mandatory provisions of the PartnershipAct, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any Capital Contribution) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law. (c) The Bankruptcy of any Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Profits or Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership Agreement shall continue as a limited partnership. In no event, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereofgovern. (d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this subsection 6.12(d).

Limited Partners. (a) A. No Limited Partner shall take part in or substituted Limited Partner shall, without the operation, management or control (within the meaning prior written consent of the ActGeneral Partner which consent may be withheld in its sole and absolute discretion, transfer, assign, sell, encumber or otherwise dispose of (a "Transfer") all or any part of the Partnership's business, transact any business his interest in the Partnership, except (i) as otherwise permitted by Section 13.2 of this Agreement and for intervivos intra-family transfers for estate planning purposes, and (ii) for pledges of Units by Limited Partners to secure the repayment of a loan, provided that the Limited Partner shall have (A) first obtained the written agreement of the pledgee to exercise its redemption rights with respect to any pledged Units pursuant to Section 3.2.C immediately upon taking any action with respect to such Units and (B) submitted a copy of such agreement and pledge to the General Partner. Any Transferee (as defined below) of Units transferred as permitted hereby shall be subject to the provisions of Article 14 to the extent applicable. A Limited Partner shall notify the General Partner of any Transfers of beneficial interest or other interest which occurs without a transfer of record ownership, as well as any pledge or other collateral transfer. No part of the interest of a Limited Partner shall be subject to the claims of any creditor, any spouse for alimony or support, or to legal process, or be voluntarily or involuntarily alienated or encumbered, except as may be specifically provided for in Section 12.2.A or Section 13.2 of this Agreement. A Limited Partner shall not be permitted to retire or withdraw from the Partnership except as expressly permitted by this Agreement. B. An assignee, legatee, distributee or other transferee (whether by conveyance, operation of law or otherwise) (a "Transferee") of all or any portion of a Limited Partner's name or have interest in the power Partnership shall be entitled to sign documents for or otherwise bind receive distributions hereunder attributable to such interest acquired by reason of such Transfer, from and after the Partnershipeffective date of the Transfer of such interest; provided, however, that nothing contained herein is intended anything in this Agreement to limit the ability of any Limited Partner who is employed contrary notwithstanding, except as provided in Section 12.2.A or 13.2, (i) no Transfer by the Partnership to discharge the express duties and responsibilities of such employment. (b) No a Limited Partner shall be personally liable for any debt, liability or obligation of the Partnership, whether effective until such Transfer has been consented to the Partnership, to by the General Partner, or to creditors of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such (ii) no Transferee shall be considered a substituted Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any Capital Contributioniii) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law. (c) The Bankruptcy of any Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Profits or Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no event, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereof. (d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make treat the transferor of such reasonable inquiry interest as the absolute owner thereof in all respects, and shall incur no liability for distributions which are made to such transferor until such time as the written instrument of Transfer has been received by the General Partner and the "effective date" of the Limited Partners as is required Transfer has passed, and (iv) the General Partner shall have the right to establish compliance by the Limited Partners require any such transferor to have such transferor's Partnership Interest redeemed in accordance with the provisions of this subsection 6.12(d)Section 3.2. The "effective date" of any Transfer shall be the last day of the month set forth on the written instrument of Transfer or such other date consented to in writing by the General Partner as the "effective date."

Limited Partners. (a) No The name, address and Capital Commitments of the Limited Partners are set forth in Schedule A hereto, as amended from time to time. A Person shall be deemed admitted as a Limited Partner shall take part in the operation, management or control (within the meaning of the Act) Partnership at the time such Person has executed a counterpart signature page to this Agreement and is listed as a limited partner of the Partnership's business, transact any business Partnership on Schedule A attached hereto. The Interests issued to the Limited Partners represent valid limited partner interests in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership; provided, however, that nothing contained herein is intended to limit the ability of any Limited Partner who is employed by the Partnership to discharge the express duties and responsibilities of such employment. (b) No Limited Partner shall be personally liable for required to lend any debt, liability or obligation of the Partnership, whether funds to the Partnership, to the General Partner, or to creditors of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any Capital Contribution) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law. (c) The Bankruptcy of any Except as expressly provided for herein, the Limited Partner Partners shall not cause a dissolution participate in, or take part in the control of, the business of the Partnership, but and shall have no right or authority to act for or bind the rights of such Partnership. The exercise by any Limited Partner of any right conferred herein shall not be construed to share constitute participation by such Partner in the Profits or Losses control of the business of the Partnership so as to make such Partner liable as a general partner for the debts and to receive distributions obligations of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no event, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereoffor purposes of the Israeli Partnership Ordinance. (d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of Unless admitted to the Partnership as a partnership General Partner or Limited Partner, as provided in this Agreement, no Person shall be considered a Partner. The Partnership and the General Partner need deal only with Persons as Partners that are so admitted. They shall not be required to deal with any other Person (other than with respect to distributions to assignees pursuant to assignments in compliance with Article IX) merely because of an assignment or Transfer of an Interest to such Person or by reason of the Incapacity of a Partner; provided, that any distribution made in accordance with this Agreement by the Partnership to the Person shown on the Partnership records as a Partner or to its legal representatives, or to the assignee of the right to receive Partnership distributions as provided herein, shall acquit the Partnership and the General Partner with respect to such distribution of all liability to any other Person who may be interested in such distribution by reason of any other assignment by the Partner with respect to such distribution or by reason of his Incapacity, or for federal income tax purposes. any other reason. (e) The General Partner and its Affiliates may also be Limited Partners of the Partnership, upon acquiring the Interest of a Limited Partner or otherwise. (f) All Limited Partners of the Partnership shall be entitled deemed to make such reasonable inquiry of the constitute a single class or group and, except as may be specifically otherwise provided herein, shall vote or grant written consents as a single class with respect to any matters on which Limited Partners have the right to vote or act by written consent hereunder or under the Israeli Partnership Ordinance, as applicable. If pursuant to the terms of this Agreement any Limited Partner is required excluded from voting or granting or withholding written consent on any matter to establish compliance be acted on by the Limited Partners, then the Interest of such Limited Partner shall not be included (and shall not be deemed outstanding) for purposes of determining whether the required vote or written consent of Limited Partners with has been obtained hereunder or under the provisions of this subsection 6.12(d)Israeli Partnership Ordinance, as applicable.

Limited Partners. (a) No 3.2.1 As of the date hereof, the Limited Partners of the Partnership are as set forth in Schedule A and Schedule B attached hereto. After the date hereof, the Limited Partners of the Partnership shall be as set forth in Schedule A and Schedule B hereto, as the same may be amended from time to time. 3.2.2 Notwithstanding any provision herein to the contrary, no Limited Partner shall be required to lend any funds to the Partnership or to make any capital contribution or infusion to the Partnership. 3.2.3 The Limited Partners and any such Limited Partners' directors, officers or any partners thereof, except the General Partner as a Limited Partner, (i) shall not, except as permitted under paragraph 13.1.1 hereof, engage in communication with the General Partner or any licensee of Cable Systems owned by the Partnership on matters pertaining to the day to day management of Cable Systems owned by the Partnership or participate in, or take part in the operation, management or control operation of, or perform any services for the Partnership business; (within the meaning ii) shall not act as employee, agent or independent contractor of the Act) Partnership in matters relating to the Cable Systems owned by the Partnership; provided, however, that a Limited Partner may act as a surety or lender to the Partnership, conduct routine insurance or banking transactions with the Partnership, and maintain cash collateral accounts on behalf of the Partnership's business, transact any business in the Partnership's name ; and (iii) shall have no right or have the power authority to sign documents act for or otherwise bind the Partnership; provided, however, that nothing contained herein is intended to this clause shall not limit the ability of any Limited Partner who is employed by the Partnership to discharge the express duties and responsibilities of such employment. (b) No Limited Partner shall be personally liable for any debt, liability or obligation right of the PartnershipLimited Partners under paragraph 3.2.6 hereof, whether to acting with the Partnershiprequisite Consent of the Limited Partners, or any class of limited partners, as applicable, to effect, without the Consent of the General Partner, either a sale, lease, exchange, transfer or to creditors other disposition in any single transaction or series of related transactions, of all or substantially all of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital consolidated assets of the PartnershipPartnership or a consolidation, such Limited Partner's share of the accumulated but undistributed Profits of merger or business combination transaction involving the Partnership, or the amount of any distribution (including return of any Capital Contribution) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law. (c) The Bankruptcy of any 3.2.4 Each Limited Partner shall use its best efforts not to cause a dissolution the Partnership to violate the provisions of 47 U.S.C. 533 (1987) and 47 C.F.R. ss.sx. 00.54-63.58 of the PartnershipFCC regulations or any successor provisions thereof, but the rights of such Limited Partner to share in the Profits or Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no eventprovided, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereof. (d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this subsection 6.12(d).that nothing in

Limited Partners. (a) No The Capital Contribution of each Limited Partner shall take part be as set out in Schedule 1 hereto (being 0.01 percent of its Commitment). Each Limited Partner shall contribute the full amount of its Capital Contribution pursuant to a first Drawdown Notice issued on or around the Initial Closing Date for payment within ten Business Days of the date of such notice or, in the operationcase of an Additional Limited Partner admitted pursuant to clause 3.5, management pursuant to a first Drawdown Notice issued on or control (around the Closing Date at which such Additional Limited Partner was admitted to the Partnership for payment within the meaning ten Business Days of the Act) date of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership; provided, however, that nothing contained herein is intended to limit the ability of any such notice. All such amounts contributed by a Limited Partner who is employed by shall be deemed to have been contributed on the Partnership to discharge Initial Closing Date for the express duties and responsibilities purposes of such employmentthis Agreement. (b) No Limited Partner The SPV shall be personally liable for any debt, liability or obligation of the Partnership, whether to the Partnership, to the General Partner, or to creditors of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any make a Capital Contribution) made to such Limited Partner that must be returned Contribution to the Partnership pursuant of EUR 1 on the date of its admission to applicable law. the Partnership (cwhich date shall be determined by the Manager in its sole discretion) The Bankruptcy of and shall not be required to contribute any Loans. It will then be a Limited Partner shall not cause from the date of such admission and, in the event of a dissolution cancellation of the Partnership, but the rights interest of such a Limited Partner to share under clause 4.5, shall participate in the Profits or Losses all Income and Capital of the Partnership and arising on Investments made prior to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject cancellation to the terms same extent that the cancelled Limited Partner would have done but for the cancellation of its interest, but shall not so participate beyond this amount. The provisions of clauses 7 and conditions of this Agreement, and 8 shall be construed as if the SPV was the sole Limited Partner in the Partnership shall continue as a limited partnershipin respect of its share of Investments. In no event, however, shall such assignee(s) become a substituted Where the interest of more than one Limited Partner except in accordance with Article 8 hereof. (d) No Limited Partner shall at any timeis cancelled under clause 4.5, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this subsection 6.12(d)clause shall be applied separately in relation to the SPV’s holding of the interest formerly held by each such Limited Partner.

Limited Partners. (a) No Limited Partner shall take part in the operation, management or control (within the meaning of the Act) of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership; provided, however, that nothing contained herein is intended to limit the ability of any Limited Partner who is employed by the Partnership to discharge the express duties and responsibilities of such employment. (b) No Limited Partner shall be personally liable for any debt, liability or obligation of the Partnership, whether to the Partnership, to the General Partner, or to creditors of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any Capital Contribution) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law. (c) The Bankruptcy of any Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Profits or Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no event, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereof. (d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, if any, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners Partner(s) as is required to establish compliance by the Limited Partners Partner(s) with the provisions of this subsection 6.12(d).

Limited Partners. (a) No Limited Partner shall take part in the operation, management or control (within the meaning of the Act) of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership; provided, however, that nothing contained herein is intended to limit the ability of any Limited Partner who is employed by the Partnership to discharge the express duties and responsibilities of such employment. (b) No Limited Partner shall be personally liable for any debt, liability or obligation of the Partnership, whether to the Partnership, to the General Partner, or to creditors of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any Capital Contribution) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law. (c) The Bankruptcy of any Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Profits or Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no event, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereof. (d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this subsection 6.12(d).

Limited Partners. (a) No 3.2.1 As of the date hereof, the Limited Partners of the Partnership are as set forth in Schedule A and Schedule B attached hereto. After the date hereof, the Limited Partners of the Partnership shall be as set forth in Schedule A and Schedule B hereto, as the same may be amended from time to time. 3.2.2 Notwithstanding any provision herein to the contrary, no Limited Partner shall be required to lend any funds to the Partnership or to make any capital contribution or infusion to the Partnership. 3.2.3 The Limited Partners and any such Limited Partners' directors, officers or any partners thereof, except the General Partner as a Limited Partner, (i) shall not, except as permitted under paragraph 13.1.1 hereof, engage in communication with the General Partner or any licensee of Cable Systems owned by the Partnership on matters pertaining to the day to day management of Cable Systems owned by the Partnership or participate in, or take part in the operation, management or control operation of, or perform any services for the Partnership business; (within the meaning ii) shall not act as employee, agent or independent contractor of the Act) Partnership in matters relating to the Cable Systems owned by the Partnership; provided, however, that a Limited Partner may act as a surety or lender to the Partnership, conduct routine insurance or banking transactions with the Partnership, and maintain cash collateral accounts on behalf of the Partnership's business, transact any business in the Partnership's name ; and (iii) shall have no right or have the power authority to sign documents act for or otherwise bind the Partnership; provided, however, that nothing contained herein is intended to this clause shall not limit the ability right of the Limited Partners under paragraph 3.2.6 hereof, acting with the requisite Consent of the Limited Partners, or any class of limited partners, as applicable, to effect, without the Consent of the General Partner, either a sale, lease, exchange, transfer or other disposition in any single transaction or series of related transactions, of all or substantially all of the consolidated assets of the Partnership or a consolidation, merger or business combination transaction involving the Partnership. 3.2.4 Each Limited Partner who is employed shall use its best efforts not to cause the Partnership to violate the provisions of 47 U.S.C. 533 (1987) and 47 C.F.R. Sections 63.54-63.58 of the FCC regulations or any successor provisions thereof, provided, however, that nothing in 3.2.5 Unless named in this Agreement, or unless admitted to the Partnership as a General Partner or a Limited Partner, as provided in this Agreement, no Person shall be considered a Partner. The Partnership and the General Partner need deal only with Persons so named or admitted as Partners. They shall not be required to deal with any other Person merely because of an assignment or transfer of an Interest in the Partnership to such Person or by reason of the Incapacity of a Partner; provided, however, that any distribution by the Partnership to discharge the express duties Person shown on the Partnership records as a Partner or to its legal representatives, or to the assignee of the right to receive Partnership distributions as provided herein, shall acquit the Partnership and responsibilities the General Partner of all liability to any other Person who may be interested in such employmentdistribution by reason of any other assignment by the Partner or by reason of his Incapacity, or for any other reason. (b) No 3.2.6 The Class A Limited Partner Partners shall be personally liable for any debthave the right, liability or obligation acting with the Consent of at least 51% in Percentage Interests of the Partnership, whether to the PartnershipClass A Limited Partners, to effect, without the Consent of the General Partner, either (i) a sale, lease, exchange, transfer or to creditors other disposition in any single transaction or series of related transactions, of all or substantially all of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any Capital Contribution) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law. (c) The Bankruptcy of any Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Profits or Losses consolidated assets of the Partnership and to receive distributions of Partnership funds shallor (ii) a consolidation, on merger or business combination transaction involving the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no eventPartnership; provided, however, that no such transaction described in clause (i) or clause (ii) hereof shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereof. (d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of be effected unless the General Partner if shall have been given at least 30 days' prior written notice of such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this subsection 6.12(d)transaction.