General Partner Liability Sample Clauses

General Partner Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, no claim arising against the Borrower under any 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 Note or any of the other 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 Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other 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 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 Loan Documents or of recovery of moneys received by Legacy Reserves GP, LLC in violation of the terms of this Agreement.
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General Partner Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, no claim arising against the Borrower or the Parent under any Loan Document shall be asserted against the General Partner or EV Management (or any member, manager, officer, director, partner, employee, or agent of the General Partner or EV Management) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against the General Partner or EV Management or their respective assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partner or EV Management (or any member, manager, officer, director, partner, employee, or agent of the General Partner or EV Management) individually or its respective assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successors and assigns. Nothing in this Section 12.17, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner or EV Management for the purpose of (i) obtaining jurisdiction over the Borrower or the Parent or (ii) obtaining judgment, order or execution against the General Partner or EV Management arising out of any fraud or intentional misrepresentation by the General Partner or EV Management in connection with the Loan Documents or of recovery of moneys received by the General Partner or EV Management in violation of the terms of this Agreement. 100 The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: EV PROPERTIES, L.P. By: EV Properties GP, LLC, its general partner By: /s/ MXXXXXX X. XXXXXX Name: Mxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer PARENT: EV ENERGY PARTNERS, L.P. By: EV Energy GP, L.P., its general partner By: EV Management, L.L.C., its general partner By: /s/ MXXXXXX X. XXXXXX Name: Mxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A., as Administrative Agent and ...
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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.
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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.
Sample 1
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").
Sample 1

Related to General Partner Liability

  • Partnership Obligations (a) Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • General Partner Loans The General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to the General Partner if (i) such Debt is, to the extent permitted by law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights) as Funding Debt incurred by the General Partner, the net proceeds of which are loaned to the Partnership to provide such Additional Funds, or (ii) such Debt is on terms and conditions no less favorable to the Partnership than would be available to the Partnership from any third party; provided, however, that the Partnership shall not incur any such Debt if any Partner would be personally liable for the repayment of such Debt (unless such Partner otherwise agrees).

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Partnership Capital A. No Partner shall be paid interest on any Capital Contribution to the Partnership or on such Partner's Capital Account, notwithstanding any disproportion therein as between Partners.

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