Responsibility for Commitments Clause Samples

Responsibility for Commitments. Other than as expressly provided for in this Agreement, neither the other Partners nor the Venture shall be responsible or liable for any indebtedness or obligation of a particular Partner incurred either before or after the execution of this Agreement, nor shall the Venture be responsible or liable for any such indebtedness or obligation of a Partner, except for (i) indebtedness or obligations expressly incurred or assumed by a Partner pursuant to the terms of this Agreement or (ii) otherwise as expressly mutually agreed upon by the Venture and the Partners.

Responsibility for Commitments. Any Person which acquires all or any portion of the interest in the Partnership of a Limited Partner (whether or not admitted as a Substituted Limited Partner) shall be obligated to contribute to the Partnership the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment and Available Commitment (including Recallable Capital) of its predecessor in such interest in the Partnership in accordance with this Agreement, and will be subject to forfeiture of its interest in the Partnership to the extent provided in Article III in respect of such amounts. Payment by such Person of the amount specified in any Funding Notice must be made not later than the date specified in the Funding Notice. Capital will not be considered contributed to the Partnership by such Person until actually received by the Partnership (or the account designated by the Partnership) from such Person (and in no event earlier than the due date for such Capital Contributions). Each Limited Partner agrees that, notwithstanding the Transfer of all or any portion of its interest in the Partnership, as between it and the Partnership it will remain liable for Capital Contributions called for by the General Partner in each case as required by this Agreement to be made with respect to its interest in the Partnership (as such interest in the Partnership existed prior to such Transfer) and for any other obligations under this Agreement, and will be subject to forfeiture of its interest in the Partnership to the extent provided in Article III prior to the time, if any, when the Assignee of such interest, or portion thereof, is admitted as a Substituted Limited Partner.‌

Responsibility for Commitments. Any Person which acquires all or any portion of the interest in the Partnership of a Limited Partner (whether or not admitted as a Substituted Limited Partner) shall be obligated to contribute to the Partnership the appropriate portion of any amounts thereafter becoming due in respect of its predecessor in such interest in the Partnership in accordance with this Agreement, and will be subject to forfeiture of its interest in the Partnership to the extent provided in Article III hereof in respect of such amounts. Payment by such Person of the amount specified in any Funding Notice must be made, to the extent sufficient funds are not available in such Person’s brokerage or other banking account, by wiring federal funds “for value” to such Person’s brokerage or other banking account (or, if the General Partner has agreed, to the Partnership or an account designated by the Partnership), not later than the date specified in the Funding Notice. Each such Person hereby agrees to the withdrawal by the General Partner of funds from such Person’s brokerage or other banking account in such amounts as are necessary to meet Capital Calls. Capital will not be considered contributed to the Partnership by such Person until actually received by the Partnership (or the account designated by the Partnership) from such Person (and in no event earlier than the due date for such Capital Contributions). Each Limited Partner agrees that, notwithstanding the Transfer of all or any portion of its interest in the Partnership, unless and until the Assignee is admitted as a Substituted Limited Partner pursuant to Section 8.8, as between it and the Partnership it will remain liable for Capital Contributions called for by the General Partner in each case as required by this Agreement to be made with respect to its interest in the Partnership (as such interest in the Partnership existed prior to such Transfer) and for any other obligations under this Agreement, and will be subject to forfeiture of its interest in the Partnership to the extent provided in Article III hereof. For the avoidance of doubt, upon the Assignee being admitted as a Substituted Limited Partner pursuant to Section 8.8, the Limited Partner will no longer be liable for Capital Contributions required to be made with respect to its interest in the Partnership (as such interest in the Partnership existed prior to such Transfer).