Liability of the Partners. (a) Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and a Limited Partner shall not be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Limited Partner; provided, however, that a Limited Partner shall be required to contribute to the Partnership any amounts required under the Act or pursuant to Section 5.5(b) or Section 9.3.
Liability of the Partners. During the existence of the venture neither party shall be liable for any obligations of the other party created without the express approval of both parties. The parties shall share equally in any and all profits and losses of the venture.
Liability of the Partners. Except as otherwise provided in this Agreement, the General Partner shall have the liabilities of a managing general partner in a Luxembourg special limited partnership. In no event will any Limited Partner be required to make any Capital Contribution to the Partnership in addition to its Unfunded Capital Commitment (or other payments provided for herein) or have any liability for the repayment or discharge of the debts and obligations of the Partnership except to the extent provided herein or in the AIFMD Disclosure Memorandum or as required by the Companies Law; provided, however, that a Limited Partner shall be required to return any distribution that was made to such Limited Partner in error or as otherwise required pursuant to the Companies Law.
Liability of the Partners. 7. In the event that the Limited Partnership is unable to pay its debts or liabilities, the liability of each Limited Partner for the Limited Partnership's liabilities shall be limited to the amount of its capital contributed or the amount required to be contributed to the Limited Partnership in accordance with this Agreement or as required to be contributed by the Act. The General Partner shall be liable on an unlimited basis for all of the Limited Partnership's debts and liabilities as if a partner in a partnership without limited partners.
Liability of the Partners. 1.7.1 The General Partner shall be personally and unlimitedly liable (indéfiniment et solidairement responsable) to the creditors of the Partnership for all obligations of the Partnership, whichcannot be satisfied out of the Partnership's assets.
Liability of the Partners. (a) Except as otherwise expressly provided in the ELP Law, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and a Limited Partner shall not be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Limited Partner; except that a Limited Partner shall contribute to the Partnership any amounts required under the ELP Law or pursuant to Section 6.05(e)(ii).
Liability of the Partners. 8.1 Boxing SA and SANABO shall consult to discuss which areas of liability will be incurred by their respective entities in this agreement.
Liability of the Partners. (a) The General Partner has unlimited liability for the debts, liabilities and obligations of the Partnership. Except in cases of gross negligence or wilful misconduct, the General Partner will not be liable to the Limited Partners or the Partnership for a mistake or error in judgment, any act or omission believed by the General Partner in good faith to be within the scope of the authority conferred on the General Partner by this Agreement, or any loss or damage to the property or assets of the Partnership caused by circumstances beyond the control of the General Partner. If the tax ruling referred to in Section 11(a) of the Side Letter has been obtained, the liability of the General Partner to SON BtM Partner resulting from Claims arising from any breach by the General Partner of its obligations under this Agreement shall be limited to the amount SON BtM Partner would have been entitled to if the only asset of the General Partner were a 0.1% Partnership Interest in the Partnership, provided that such limitation shall not apply to Claims which SON BtM Partner would have been entitled to bring against the General Partner had the General Partner been a Limited Partner not engaged in the management of the Partnership. For greater certainty, SON LPCo will have no claim in respect of any rights, interests or payments in connection with the BtM LP Promissory Note.
Liability of the Partners. No Partner shall be liable for the debts, liabilities or obligations of the Partnership beyond its Capital Contributions.
Liability of the Partners. (a) The liability of the Limited Partner shall be limited in accordance with the Delaware Act. If any claim shall be asserted against the Limited Partner, solely in its capacity as such, on account of or with respect to any actions or omissions of, or claims against, or debts, liabilities, contracts or other obligations of, the Partnership or the General Partner or the Property Partnership, the Partnership and/or the General Partner shall assume the defense of the Limited Partner, with counsel designated by the Partnership or the General Partner and at the cost and expense of the Partnership. If neither the Partnership nor the General Partner so assume the defense of such claim, the Limited Partner shall be entitled to defend the claim with counsel of its choosing and shall be reimbursed and indemnified by the Partnership for the out-of-pocket expenses (including the fees and expenses of counsel) of such defense.
