Partnership Only for Purposes Specified Clause Samples

Partnership Only for Purposes Specified. The Partnership shall be a partnership only for the purposes specified in Section 3.1 above, and this Agreement shall not be deemed to create a partnership among the Partners with respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.1 above.

Partnership Only for Purposes Specified. The Partnership is a limited partnership formed pursuant to the Act, and this Agreement shall not be deemed to create a company, venture or partnership between or among the Partners or any other Persons with respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.1 hereof; however, to the extent applicable, the Partnership is a “partnership at will” (and is not a partnership formed for a definite term or particular undertaking) within the meaning of the Act. Except as otherwise provided in this Agreement, no Partner shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Partnership, its properties or any other Partner. No Partner, in its capacity as a Partner under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Partner, nor shall the Partnership be responsible or liable for any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the Act.

Partnership Only for Purposes Specified. No Limited Partner shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Partnership, its properties or any other Partner unless such authority is specifically delegated to such Limited Partner by the General Partner. No Partner, in its capacity as a Partner under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Partner, nor shall the Partnership be responsible or liable for any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the Act.

Partnership Only for Purposes Specified. 15 Section 3.4 Representations and Warranties by the Parties. 15 Section 3.5 Certain ERISA Matters. 17 ARTICLE 4 CAPITAL CONTRIBUTIONS 17 Section 4.1 Capital Contributions of the Partners. 17 Section 4.2 Classes of Partnership Units. 17 Section 4.3 Loans by Third Parties. 17 Section 4.4 Additional Funding and Capital Contributions. 17 Section 4.5 Other Contribution Provisions. 19

Partnership Only for Purposes Specified. 16 Section 3.4. Representations and Warranties by the Limited Partners 17 ARTICLE 4 CAPITAL CONTRIBUTIONS 18 Section 4.1. Capital Contributions of the Initial Partners18 Section 4.2. Additional Limited Partners 19 Section 4.3. Loans by Third Parties 19 Section 4.4. Additional Funding and Capital Contributions19 A. General 19 B. Notice of Additional Funds Requirement 19 C. General Partner Loans 19 D. Participating Partner Loans. 20 Section 4.5. No Interest; No Return 20

Partnership Only for Purposes Specified. Section 3.4 Representations and Warranties by the Parties . . 20 ARTICLE 4

Partnership Only for Purposes Specified. The Partnership shall be a partnership only for, and this Agreement shall not be deemed to create a partnership among the Partners for or with respect to any activities other than those within, the purposes specified in this Agreement. Except as expressly provided in this Agreement, no Partner shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Partnership, its properties, or any other Partner. No Partner, in its capacity as a partner under this Agreement, shall be liable or responsible for any indebtedness or obligation of another Partner, nor shall the Partnership be responsible or liable for any indebtedness or obligation of any Partner incurred either before or after the execution and delivery of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or other obligations incurred pursuant to and in conformity with and as limited by the terms of this Agreement and the Delaware Act.