Partnership Liabilities. Except as set forth on Schedule 3.10, the Seller has not entered into any contract or agreement on behalf of the Partnerships, or bound any of the Partnerships to any obligations other than with the consent of the Purchaser or a co-general partner of an applicable Partnership.
Partnership Liabilities. The Partners shall be liable for all obligations of the Partnership in proportion to their respective Partnership Interests. If any Partner is required to pay more than his proportionate share, he shall be entitled to contribution from the other Partners in proportion to their respective Partnership Interests.
Partnership Liabilities. It is the intention of the Sellers and Purchaser that, notwithstanding the fact that Purchaser is purchasing the Membership Interests, Purchaser shall not be obligated to pay or discharge any liabilities or other obligations which Purchaser would not assume or be liable for if Purchaser were purchasing the fee interest in the Property instead of the Membership Interests.
Partnership Liabilities. 2.1 All obligations and liabilities owing to the Licensee now or in the future under or in respect of this Agreement are incurred as an obligation and liability of the Partnership and as an obligation and liability of the Partners (jointly and severally) in their personal capacities.
Partnership Liabilities. Except for (i) the obligations and liabilities of the H/SIC Partnership which the UPREIT is taking the H/SIC Partnership Interests subject to under Section 7(d) above, and (ii) any accrued liabilities and obligations of the H/SIC Partnership which are being adjusted at Closing pursuant to Section 22(d) of this Agreement, the H/SIC Partnership shall not have any liabilities or obligations, either accrued, absolute or contingent or otherwise, which will not be paid or discharged on or before the Closing Date. In addition, except for the claims and liabilities described in the preceding sentence or otherwise described or disclosed in this Agreement (including the Exhibits hereto), the H/SIC Partnership has not received notice of any, and to the knowledge of the H/SIC General Partner, there is, as of the date of execution of this Agreement, no basis for any, claim against (or liability of) the Partnership arising from the business done, transactions entered into or other events occurring prior to the Closing Date which will not be discharged by the H/SIC Partnership before the Closing Date.
Partnership Liabilities. The General Partner will have no liability for the return of the Partners’ capital contributions. All liabilities of the Partnership, including without limitation indemnity obligations under Section 4.7, will be liabilities of the Partnership as an entity, and will be paid or satisfied from Partnership assets. No liability of the Partnership will be payable in whole or in part by any Partner in his capacity as a Partner (other than the General Partner and then only in its capacity as such, as determined by a nonappealable order of a court of competent jurisdiction and subject to Section 4.7) or by any partner, shareholder, director, officer, trust manager, agent or advisor of any Partner or Affiliate.
Partnership Liabilities. Except for (i) the obligations and liabilities of the Partnership which FWRLP is taking the Partnership Interests subject to under Section 2 (c) above, and (ii) any accrued liabilities and obligations of the Partnership which are being adjusted at Closing pursuant to Section 12 of this Agreement, the Partnership shall not have any liabilities o r obligations, either accrued, absolute or contingent or otherwise, which will not be paid or discharged on or before the Closing Date. In addition, the Partnership has not received notice of any, and to the best of the knowledge of the General Partners, there is, as of the date of execution of this Agreement, no basis for any, claim against (or liability of ) the Partnership arising from the business done, transactions entered into or other events occurring prior to the Closing Date other than the obligations and liabilities described in the preceding sentence.
Partnership Liabilities. In the event of a sale of an Interest under the provisions of Sections 9.2 through 9.5 hereof, the Partnership must, at the option of the selling Interest Holder or the selling Interest Holder’s personal representative, either (i) obtain a complete release from any lenders or other creditors releasing the selling Interest Holder from any liability the selling Interest Holder may have incurred as a result of the selling Interest Holder having been a guarantor of, or otherwise liable on, any contractual indebtedness of the Partnership (“Guaranteed Indebtedness”) or (ii) indemnify the selling Interest Holder against liability with respect to any Guaranteed Indebtedness.
Partnership Liabilities. (i) None of the Covered Persons will have any liability for the return of the Partners’ Capital Contributions. All liabilities of the Partnership, including, indemnity obligations under Section 5.10(b), will be liabilities of the Partnership as an entity, and will be paid or satisfied from Partnership assets. No liability of the Partnership will be payable, in whole or in part, by any Partner in his capacity as a Partner (other than the General Partner, and, then, only in its capacity as such).
Partnership Liabilities. 3 4.7 Indemnity...................................................... 3 V. ADMISSION OF NEW LIMITED PARTNERS................................... 4 5.1
