Limitation Upon Liability of Limited Partners Sample Clauses
Limitation Upon Liability of Limited Partners. (a) The personal liability of each Limited Partner to the Partnership (except as provided in Sections 2.05(b) and 2.05 (c)), to the other Partners, to the creditors of the Partnership or to any other third party for the losses, debts or liabilities of the Partnership shall be limited to (i) the amount of its Capital Contribution which has not theretofore been returned to it as a Distribution (including a Distribution upon liquidation), and (ii) the amount of any liability under I.C. 23-16-7-8 for any Capital Contribution returned to the Limited Partner.
(b) Except as provided in the next sentence, Section 2.05(c) or any Indemnity Agreement, no Partner shall be liable to the Partnership or to any other Partner for any deficit or negative balance which may exist in such Partner’s Capital Account. If any Obligated Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations and adjustments to Capital Accounts for all periods including such Partner’s share of any unrealized gain or loss with respect to the Partnership’s assets) on the date of “liquidation” of such Obligated Partner’s respective interest in the Partnership (within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Treasury Regulations), such Obligated Partner shall contribute to the capital of the Partnership an amount equal to its respective deficit balance; such obligation to be satisfied by the end of the Partnership’s first taxable year in which either the Partnership is dissolved or liquidated or such Obligated Partner’s interest in the Partnership is liquidated. To the extent contributions are used to make payments to creditors of the Partnership, no Obligated Partner shall be subrogated to the rights of any such creditor against the General Partner, the Partnership, another Partner or any person related thereto, and each Obligated Partner irrevocably waives any right to reimbursement, contribution or similar right to which such Obligated Partner might otherwise be entitled as a result of the performance of its obligations under this Agreement.
(c) Except as otherwise agreed to in writing by the General Partner and an Obligated Partner prior to the time of admission of such Obligated Partner to the Partnership, notwithstanding any other provision of this Agreement other than Section 2.05(d), an Obligated Partner shall not cease to be an Obligated Partner for purposes of this Section 2.05 and shall continue to be subject to the ...
Limitation Upon Liability of Limited Partners. The personal liability of each Limited Partner to the Partnership (except as provided in Section 4.01), to the General Partner, to the creditors of the Partnership or to any other third party for the losses, debts or liabilities of the Partnership shall be limited to the amount of its Capital Contribution which has not theretofore been returned to it as a Distribution (including a Distribution upon liquidation). Distributions to a Limited Partner shall first be deemed a return of its Capital Contribution for purposes of the foregoing sentence. A Limited Partner shall not at any time be liable or held accountable to the Partnership, to the other Partners, to the creditors of the Partnership or to any other third party for or on account of any negative balance in its Capital Account.
Limitation Upon Liability of Limited Partners. The liability of each Limited Partner shall be limited to its Capital Contributions as and when payable under the provisions of this Agreement, and as provided under the Act. No Limited Partner shall have any other liability to contribute money to, or in respect of the liabilities or obligations of, the Partnership, nor shall any Limited Partner be personally liable for any obligations of the Partnership, except as and to the extent provided in the Act. No Limited Partner shall be obligated to make loans to the Partnership.