Common use of NATURE OF OBLIGATIONS AMONG PARTNERS Clause in Contracts

NATURE OF OBLIGATIONS AMONG PARTNERS. Except as otherwise provided in this Agreement, a Partner shall not act for, or assume any obligation or responsibility on behalf of, any other Partner or the Partnership. Each Partner hereby acknowledges, as among the Partners and the Partnership, a personal responsibility for its percentage share of the liabilities and obligations of the Partnership incurred in accordance with the terms of this Agreement, except as otherwise expressly provided in this Agreement. In furtherance of the foregoing, if a Partner, pursuant to a final judgment of a court of applicable jurisdiction, pays any amount on behalf or for the account of the Partnership with respect to (i) any liability, obligation, undertaking, damage or claim for which the Partnership shall or may, pursuant to this Agreement or other contract or applicable law, be liable or responsible, or (ii) making good any loss or damage sustained by, or paying any duty, cost, claim or damage incurred by, the Partnership (such items referenced in clauses (i) and (ii) above called "Liabilities"), then the Partnership shall reimburse such Partner for the amount so paid by that Partner. If the Partnership fails fully to reimburse the paying Partner, each of the other Partners (a "Reimbursing Partner") shall indemnify the paying Partner by paying to it an amount necessary to cause the Reimbursing Partner to have incurred one-third of the excess of (x) the aggregate payments by the paying Partner as to such Liabilities over (y) the aggregate reimbursement, if any, which the paying Partner has received from the Partnership as to such payments. For purposes of this Article 13, all Liabilities arising as a result of the insufficiency of any reserve established in connection with the dissolution of the Partnership shall in each case be deemed to be Liabilities of the Partnership.

NATURE OF OBLIGATIONS AMONG PARTNERS. Except as otherwise provided in this Agreement, a Partner shall not act for, or assume any obligation or responsibility on behalf of, any other Partner or the Partnership. Each Partner hereby acknowledges, as among the Partners and the Partnership, a personal responsibility for its percentage share respective Percentage Interest of the liabilities and obligations of the Partnership incurred in accordance with the terms of this Agreement, except as otherwise expressly provided in this Agreement. In furtherance of the foregoing, if a Partner, pursuant to a final judgment of a court of applicable jurisdiction, pays any amount on behalf or for the account of the Partnership with respect to (i) any liability, obligation, undertaking, damage or claim for which the Partnership shall or may, pursuant to this Agreement or other contract or applicable law, be liable or responsible, or (ii) making good any loss or damage sustained by, or paying any duty, cost, claim or damage incurred by, the Partnership (such items referenced in clauses (i) and (ii) above called "Liabilities"), then the Partnership shall reimburse such Partner for the amount so paid by that Partner. If the Partnership fails fully to reimburse the paying Partner, each of the other Partners (a "Reimbursing Partner") shall indemnify the paying Partner by paying to it an amount necessary to cause the Reimbursing Partner to have incurred one-third its Percentage Interest of the excess of (x) the aggregate payments by the paying Partner as to such Liabilities over (y) the aggregate reimbursement, if any, which the paying Partner has received from the Partnership as to such payments. For purposes of this Article 13, all Liabilities arising as a result of the insufficiency of any reserve established in connection with the dissolution of the Partnership shall in each case be deemed to be Liabilities of the Partnership.