Common use of No Management by Limited Partners; Limitation of Liability Clause in Contracts

No Management by Limited Partners; Limitation of Liability. (A) Neither the Limited Partners, in their capacity as Limited Partners, nor the Class B Limited Partner, in its capacity as Class B Limited Partner, shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power, or authority to act for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. Neither the Limited Partners nor the Class B Limited Partner, in its capacity as Class B Limited Partner, shall have any rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. Any approvals rendered or withheld by the Limited Partners or the Class B Limited Partner pursuant to this Agreement shall be deemed as consultation with or advice to the General Partner in connection with the business of the Partnership and, in accordance with the Act, shall not be deemed as participation by the Limited Partners or the Class B Limited Partner in the business of the Partnership and are not intended to create any inference that the Limited Partners or the Class B Limited Partner should be classified as general partners under the Act. (B) Neither the Limited Partner nor the Class B Limited Partner shall have any liability under this Agreement except with respect to withholding under Section 7.6, in connection with a violation of any provision of this Agreement by such Limited Partner or the Class B Limited Partner or as provided in the Act. (C) The General Partner shall not take any action which would subject a Limited Partner (in its capacity as Limited Partner) or the Class B Limited Partner (in its capacity as Class B Limited Partner) to liability as a general partner.

Appears in 2 contracts

Samples: Limited Partnership Agreement (First Industrial Realty Trust Inc), Limited Partnership Agreement (First Industrial Lp)

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No Management by Limited Partners; Limitation of Liability. (A) Neither the Limited Partners, in their capacity as Limited Partners, nor the Class B Preferred Limited PartnerPartners, in its their capacity as Class B Preferred Limited PartnerPartners, shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power, or authority to act for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. Neither the Limited Partners nor the Class B Preferred Limited PartnerPartners, in its their capacity as Class B Preferred Limited PartnerPartners, shall have any rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. Any approvals rendered or withheld by the Limited Partners or the Class B Preferred Limited Partner Partners pursuant to this Agreement shall be deemed as consultation with or advice to the General Partner in connection with the business of the Partnership and, in accordance with the Act, shall not be deemed as participation by the Limited Partners or the Class B Preferred Limited Partner Partners in the business of the Partnership and are not intended to create any inference that the Limited Partners or the Class B Preferred Limited Partner Partners should be classified as general partners under the Act. (B) Neither the any Limited Partner nor the Class B any Preferred Limited Partner shall have any liability under this Agreement except with respect to withholding under Section 7.67104, in connection with a violation of any provision of this Agreement by such Limited Partner or the Class B Preferred Limited Partner or as provided in the Act. (C) The General Partner shall not take any action which would subject a Limited Partner (in its capacity as Limited Partner) or the Class B a Preferred Limited Partner (in its capacity as Class B a Preferred Limited Partner) to liability as a general partner. (D) No Partner shall take any action that would result in the Partnership being treated as an association taxable as a corporation, or as a corporation, for federal income tax purposes.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Royale Investments Inc), Limited Partnership Agreement (Hamlin Clay W Iii)

No Management by Limited Partners; Limitation of Liability. (A) Neither the Limited Partners, in their capacity as Limited Partners, nor the Class B Preferred Limited PartnerPartners, in its their capacity as Class B Preferred Limited PartnerPartners, shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power, or authority to act for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. Neither the Limited Partners Partners, in their capacity as Limited Partners, nor the Class B Preferred Limited PartnerPartners, in its their capacity as Class B Preferred Limited PartnerPartners, shall have any rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. Any approvals rendered or withheld by the Limited Partners or the Class B Preferred Limited Partner Partners pursuant to this Agreement shall be deemed as consultation with or advice to the General Partner in connection with the business of the Partnership and, in accordance with the Act, shall not be deemed as participation by the Limited Partners or the Class B Preferred Limited Partner Partners in the business of the Partnership and are not intended to create any inference that the Limited Partners or the Class B Preferred Limited Partner Partners should be classified as general partners under the Act. (B) Neither the any Limited Partner nor the Class B any Preferred Limited Partner shall have any liability under this Agreement except with respect to withholding under Section 7.67104 of the Code, in connection with a violation of any express provision of this Agreement by such Limited Partner or the Class B Preferred Limited Partner or as provided in the Act. (C) The General Partner shall not take any action which would subject a Limited Partner (in its capacity as Limited Partner) or the Class B a Preferred Limited Partner (in its capacity as Class B a Preferred Limited Partner) to liability as a general partner. (D) No Partner shall take any action that would result in the Partnership being treated as an association taxable as a corporation, or as a corporation, for federal income tax purposes.

Appears in 1 contract

Samples: Limited Partnership Agreement (Corporate Office Properties Trust)

No Management by Limited Partners; Limitation of Liability. (A) Neither the Limited Partners, in their capacity as Limited Partners, nor the Class B Preferred Limited PartnerPartners, in its their capacity as Class B Preferred Limited PartnerPartners, shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power, or authority to act for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. Neither the Limited Partners Partners, in their capacity as Limited Partners, nor the Class B Preferred Limited PartnerPartners, in its their capacity as Class B Preferred Limited PartnerPartners, shall have any rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. Any approvals rendered or withheld by the Limited Partners or the Class B Preferred Limited Partner Partners pursuant to this Agreement shall be deemed as consultation with or advice to the General Partner in connection with the business of the Partnership and, in accordance with the Act, shall not be deemed as participation by the Limited Partners or the Class B Preferred Limited Partner Partners in the business of the Partnership and are not intended to create any inference that the Limited Partners or the Class B Preferred Limited Partner Partners should be classified as general partners under the Act. (BA) Neither the any Limited Partner nor the Class B any Preferred Limited Partner shall have any liability under this Agreement except with respect to withholding under Section 7.6[1446] of the Code, in connection with a violation of any express provision of this Agreement by such Limited Partner or the Class B Preferred Limited Partner or as provided in the Act. (CB) The General Partner shall not take any action which would subject a Limited Partner (in its capacity as Limited Partner) or the Class B a Preferred Limited Partner (in its capacity as Class B a Preferred Limited Partner) to liability as a general partner. (C) No Partner shall take any action that would result in the Partnership being treated as an association taxable as a corporation, or as a corporation, for federal income tax purposes.

Appears in 1 contract

Samples: Limited Partnership Agreement (Corporate Office Properties, L.P.)

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No Management by Limited Partners; Limitation of Liability. (A) Neither the Limited Partners, in their capacity as Limited Partners, nor the Class B Preferred Limited PartnerPartners, in its their capacity as Class B Preferred Limited PartnerPartners, shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power, or authority to act for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. Neither the Limited Partners Partners, in their capacity as Limited Partners, nor the Class B Preferred Limited PartnerPartners, in its their capacity as Class B Preferred Limited PartnerPartners, shall have any rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. Any approvals rendered or withheld by the Limited Partners or the Class B Preferred Limited Partner Partners pursuant to this Agreement shall be deemed as consultation with or advice to the General Partner in connection with the business of the Partnership and, in accordance with the Act, shall not be deemed as participation by the Limited Partners or the Class B Preferred Limited Partner Partners in the business of the Partnership and are not intended to create any inference that the Limited Partners or the Class B Preferred Limited Partner Partners should be classified as general partners under the Act. (BA) Neither the any Limited Partner nor the Class B any Preferred Limited Partner shall have any liability under this Agreement except with respect to withholding under Section 7.67104 of the Code, in connection with a violation of any express provision of this Agreement by such Limited Partner or the Class B Preferred Limited Partner or as provided in the Act. (CB) The General Partner shall not take any action which would subject a Limited Partner (in its capacity as Limited Partner) or the Class B a Preferred Limited Partner (in its capacity as Class B a Preferred Limited Partner) to liability as a general partner. (C) No Partner shall take any action that would result in the Partnership being treated as an association taxable as a corporation, or as a corporation, for federal income tax purposes.

Appears in 1 contract

Samples: Limited Partnership Agreement (Corporate Office Properties Trust)

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