No General Partner’s Liability Clause Samples
The "No General Partner’s Liability" clause establishes that the general partner of a partnership is not personally liable for the debts, obligations, or liabilities of the partnership beyond their investment in the partnership. In practice, this means that if the partnership incurs losses or faces legal claims, creditors cannot pursue the personal assets of the general partner to satisfy those obligations. This clause is essential for protecting the general partner from personal financial risk, thereby encouraging individuals or entities to serve as general partners without fear of unlimited liability.
No General Partner’s Liability. The Administrative Agent and the Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that no claim under this Agreement, under the Guaranty executed on behalf of the MLP, or under any other Loan Document shall be made against the General Partner, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, hereunder, on such Guaranty, or on any other Loan Document shall be obtained or enforced, against the General Partner or its assets for the purpose of obtaining satisfaction and payment of amounts owed under this Agreement, such Guaranty or any other Loan Document. Nothing in this Section 10.18, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner for the sole purpose of obtaining jurisdiction over the MLP.
No General Partner’s Liability. It is hereby understood and agreed that the General Partner shall have no personal liability, as general partner or otherwise, for the payment of any amount owing or to be owing hereunder or under the other Loan Documents. The Administrative Agent and the Lenders agree for themselves and their respective successors and assigns that no claim arising against any Borrower under any Loan Document with respect to the Obligations shall be asserted against the General Partner (in its individual capacity).
No General Partner’s Liability. The Administrative Agent and the Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that no claim under this Agreement or under any other Loan Document shall be made against General Partner, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, hereunder or on any other Loan Document shall be obtained or enforced, against General Partner or its assets for the purpose of obtaining satisfaction and payment of amounts owed under this Agreement or any other Loan Document.
No General Partner’s Liability. The Lenders agree that no claim arising against either the Borrower, UCLP or any Guarantor under this Agreement shall be asserted against the General Partner (in its individual capacity) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents shall be obtained or enforced against the General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of the Indebtedness or any claims arising under this Agreement or any other Loan Document, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived by the Lenders. Nothing in this Section 7.14, however, shall be construed so as to prevent the Administrative Agent or any Lender from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner for the purpose of (i) obtaining jurisdiction over the Borrower, UCLP or any other Guarantor or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this Agreement.
No General Partner’s Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that any claim against the Borrower which may arise under any Loan Document shall be made only against and shall be limited to the assets of the Borrower and the Guarantors, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against the General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successors and assigns. Nothing in this SECTION 10.18, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner for the purpose of obtaining jurisdiction over Borrower.
No General Partner’s Liability. The Administrative Agent and the Lenders agree for themselves and their respective successors, participants and assigns, including any subsequent holder of any Note, that any claim against Borrower which may arise under any Loan Document shall be made only against and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against any General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Debt evidenced thereby, any other Obligation or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partners individually or their respective Representatives or assets being hereby expressly waived, renounced and remitted by the Administrative Agent and the Lenders for themselves and their respective successors, participants and assigns. Nothing in this Section 14.16, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any General Partner for the purpose of obtaining jurisdiction over Borrower. NORTHERN BORDER PARTNERS, L.P. By ------------------------------------- Name: Title: Address for Notices: Northern Border Partners, L.P. 1400 Smith Street Houston, T▇ ▇▇▇▇▇ ▇▇▇▇: Angus Hardie Davis ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ration Telephone: 713/853-6941 Telecopy: 713/646-4▇▇▇ with a copy to: Mr. Jerry L. Peters Chief Fi▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ing Officer Northern Border Partners, L.P. 1111 South 103rd Street Omah▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇/▇▇▇-▇▇▇▇ Telecopy: 402/398-7▇▇▇ and with a copy to: Ms. Janet Place Vice President a▇▇ ▇▇neral Counsel Northern Plains Natural Gas Company 1111 South 103rd Street Omah▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇/▇▇▇-▇▇▇▇ Telecopy: 402/398-7▇▇▇ SUNTRUST BANK, as Administrative Agent and Lender By ------------------------------------- Name: Title: EXHIBIT A FORM OF NOTE $_____________ ____________ __,_____ FOR VALUE RECEIVED, the undersigned, NORTHERN BORDER PARTNERS, L.P., a Delaware limited partnership ("BORROWER"), hereby promises to pay to the order of ____________...
No General Partner’s Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that any claim against the Borrower which may arise under any Loan Document shall be made only against and shall be limited to the assets of the Borrower, except to the extent the Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of the Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against any General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partners individually or their respective assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successor and assigns. Nothing in this Section 10.13, however, shall be construed so as to prevent the Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any General Partner for the purpose of obtaining jurisdiction over the Borrower.
No General Partner’s Liability. The Administrative Agent and the Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that no claim under this Agreement or under any other Loan Document shall be made against the Ultimate General Partner.” (r) The first sentence of Section 4.05 of the Security Agreement is amended to read in its entirety as follows: “
No General Partner’s Liability. The Lenders agree that no claim arising against either UCLP, the Borrower or any Restricted Subsidiary under any Loan Document shall be asserted against the General Partner (in its individual capacity) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents shall be obtained or enforced against the General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of the Indebtedness or any claims arising under this Agreement or any other Loan Document, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived by the Lenders. Nothing in this Section 12.17, however, shall be construed so as to prevent the Administrative Agent or any Lender from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this Agreement. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. its general partner By: Name: D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer Address for Notices: 4▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: President Copy to: General Counsel Copy to: C▇▇▇▇ ▇. ▇▇▇▇▇ Gardere W▇▇▇▇ ▇▇▇▇▇▇ LLP 1▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ its general partner its general partner By: Name: D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: 4▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: President Copy to: General Counsel Copy to: C▇▇▇▇ ▇. ▇▇▇▇▇ Gardere W▇▇▇▇ ▇▇▇▇▇▇ LLP 1▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ ADMINISTRATIVE AGENT AND LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent By: Name: T▇...
No General Partner’s Liability. Notwithstanding any other provision contained in the Note Purchase Documents to the contrary, the Purchasers agree for themselves and any subsequent holder of any Note by acceptance of a Note registered in its name (or the name of its nominee) shall be deemed to have agreed, that any claim against the Company which may arise under this Agreement, any Note or any other Note Purchase Document shall be made only against and shall be limited to the assets of the Company and the Guarantor, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Note Purchase Documents shall be obtained or enforced against the General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Note Purchase Document, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived, renounced and remitted by the holders of the