No Liability of Unitholders. (i) Except as otherwise set forth in this Operating Agreement or required by applicable Law, no Unitholder shall have any personal liability whatsoever in such Unitholder's capacity as a Unitholder, whether to the Company, to any of the other Unitholders, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Each Unitholder shall be liable only to make such Unitholder's Capital Contribution to the Company, if any, and the other payments provided expressly herein.
(ii) In accordance with the Delaware Act and the Laws of the State of Delaware, a Unitholder may, under certain circumstances, be required to return amounts previously distributed to such Unitholder. It is the intent of the Unitholders that no distribution to any Unitholder pursuant to Article IV shall be deemed a return of money or other property paid or distributed in violation of the Delaware Act. The payment of any such money or distribution of any such property to a Unitholder shall be deemed to be a compromise within the meaning of the Delaware Act, and the Unitholder receiving any such money or property shall not be required to return to any Person any such money or property. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Operating Agreement, any Unitholder is obligated to make any such payment, such obligation shall be the obligation of such Unitholder and not of any other Unitholder.
No Liability of Unitholders. No Unitholder of a Fund will be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with Fund Property or the obligations or the affairs of the Fund or with respect to any agreement relating to the Fund or with respect to any act or omission of the Trustee, the Manager or any other Person in the performance or exercise, or purported performance or exercise, of any obligation, power, discretion or authority conferred upon the Trustee, the Manager or such other Person whether under this Declaration of Trust or otherwise or with respect to any transaction entered into by the Trustee, the Manager or by any other Person whether pursuant to this Declaration of Trust or otherwise, and all such Persons will look solely to the Fund Property for satisfaction of claims of any nature arising out of or in connection therewith and the Fund Property only will be subject to levy or execution. No Unitholder of a Fund will be liable to indemnify the Trustee, the Manager or any other Person with respect to any such liability incurred or with respect to any taxes payable by the Fund or by the Trustee, the Manager or any other Person on behalf of or in connection with the Fund, except to the extent that any such liability may be satisfied from the Fund Property. Nothing herein will preclude the Trustee from exercising any rights granted to it under the Tax Act or any other applicable taxation legislation to withhold from amounts payable to Unitholders or otherwise recover from Unitholders of a Fund any taxes which the Fund has paid on behalf of Unitholders of the Fund.
No Liability of Unitholders
