General Partner Liability Clause Samples
The General Partner Liability clause defines the extent to which the general partner is responsible for the obligations and debts of a partnership. Typically, this clause clarifies that the general partner bears unlimited liability, meaning their personal assets may be at risk if the partnership cannot meet its financial commitments. For example, if the partnership is sued or incurs debts, the general partner may be required to cover these liabilities beyond the partnership's assets. The core function of this clause is to allocate risk clearly, ensuring all parties understand the general partner's exposure and responsibilities within the partnership structure.
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General Partner Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Term Loan Note, no claim arising against the Borrower under any Term Loan Document shall be asserted against Legacy Reserves GP, LLC (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLC) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Term Loan Note or any of the other Term Loan Documents shall be obtained or enforced against Legacy Reserves GP, LLC or its assets for the purpose of obtaining satisfaction and payment of such Term Loan Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Term Loan Document, any right to proceed against Legacy Reserves GP, LLC (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLC) individually or its assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successors and assigns. Nothing in this Section 12.19, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Term Loan Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon Legacy Reserves GP, LLC for the purpose of (i) obtaining jurisdiction over the Borrower; or (ii) obtaining judgment, order or execution against Legacy Reserves GP, LLC arising out of any fraud or intentional misrepresentation by Legacy Reserves GP, LLC in connection with the Term Loan Documents or of recovery of moneys received by Legacy Reserves GP, LLC in violation of the terms of this Agreement.
General Partner Liability. Except as otherwise provided in the ELP Law, the General Partner shall have unlimited liability for the repayment and discharge of all debts, obligations and liabilities of the Partnership. Neither the General Partner nor any of its Affiliates (other than the Partnership) shall be liable for the return of the capital contributions of any Limited Partner, and each Limited Partner hereby waives any and all claims that it may have against the General Partner or any Affiliate thereof (other than the Partnership) in this regard. The General Partner shall not be personally liable to any Limited Partner for the repayment of any positive balance in such Limited Partner’s Capital Account or for capital contributions by such Limited Partner to the Partnership or by reason of any change in the U.S. federal or state income tax laws applicable to the Partnership or its investors.
General Partner Liability. 98 ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Maximum Credit Amounts Exhibit A Form of Note Exhibit B Form of Compliance Certificate Exhibit C-1 Security Instruments Exhibit C-2 Form of Guarantee and Collateral Agreement Exhibit D Form of Assignment and Assumption Exhibit E-1 Form of Maximum Credit Amount Increase Certificate Exhibit E-2 Form of Additional Lender Certificate Schedule 1.02 Approved Counterparties Schedule 7.05 Litigation Schedule 7.11 Material Agreements Schedule 7.14 Subsidiaries and Partnerships Schedule 7.18 Gas Imbalances Schedule 7.19 Marketing Contracts Schedule 7.20 Swap Agreements THIS CREDIT AGREEMENT dated as of September 29, 2006, is among EV Energy Partners, L.P., a limited partnership duly formed and existing under the laws of the State of Delaware (the "Parent"), EV Properties, L.P., a limited partnership duly formed and existing under the laws of the State of Delaware (the "Borrower"), each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, "JPMorgan"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); BNP PARIBAS and (in its individual capacity, "BNP Paribas") and WACHOVIA BANK, NATIONAL ASSOCIATION (in its individual capacity, "Wachovia"), as co-syndication agents for the Lenders (in such capacity, together with each of their successors in such capacity, the "Co-Syndication Agents"); and COMPASS BANK (in its individual capacity, "Compass") and UNION BANK OF CALIFORNIA, N.A. (in its individual capacity, "UBOC"), as co-documentation agents for the Lenders (in such capacity, together with each of their successors in such capacity, the "Documentation Agent").
General Partner Liability. Except as otherwise required by law, neither of the General Partner nor any of its Affiliates, directors, officers, employees, shareholders, assigns, representatives or agents shall be liable, responsible or accountable in damages or otherwise to the Partnership or the Limited Partner for any loss, liability, damage, settlement cost, or other expense incurred by reason of any act or omission performed or omitted by such Person so long as such Person is not determined to be guilty by a final adjudication of gross negligence or willful misconduct with respect to such act or omission. The General Partner may separately engage or invest in other business ventures that may be in competition with the Partnership.