Common use of Debts and Liabilities Clause in Contracts

Debts and Liabilities. The Continuing Partners shall pay and discharge all debts and liabilities of the Partnership arising after the Outgoing Date excluding any debt or liability in respect of any claim arising out of any wrongful act or omission of the Partners or any of them to the extent that such claim is attributable to any wrongful act or omission while the Outgoing Partner was a Partner and is not covered by insurance. The exclusion in the previous sentence shall not apply to the extent to which a reserve for such a claim has been included in the Accounts at or prior to the Outgoing Date. Such debt or liability shall be divided between the Continuing Partners and the Outgoing Partner (where relevant) in accordance with their respective shares of the profits at the time the debt or liability was incurred. The Continuing Partners shall keep the Outgoing Partner and his estate and effects indemnified against all such debts and liabilities (save for those excluded as aforesaid) and all actions proceedings costs claims and demands in respect thereof.