Limited Partner Liability. No limited partner of either the Partnership or MOLP will, as a result of the merger, become personally liable for the liabilities or obligations of either partnership.
Limited Partner Liability. The Limited Partners will not be bound by, nor personally liable for, the expenses, liabilities, or obligations of the Partnership. Except for the Initial Capital Contributions or as otherwise provided in this Agreement, the Limited Partners are not personally liable for and will not be required or obligated to make further additional Capital Contributions; provided, however, to the extent required by applicable law, any Limited Partner receiving a distribution from the Partnership at a time when the Partnership’s liabilities exceed the fair value of its assets may be liable to the Partnership for the amount of such distribution.
Limited Partner Liability. Each Limited Partner shall be liable to the other Partners in the event that a Transfer of such Limited Partner’s Equity Interest, or a Transfer of any of the interests in the entity or entities of which it is composed, without the prior consent of the General Partner or which is otherwise not permitted pursuant to the terms of this Agreement, including any Transfer of economic or beneficial interest resulting from any reorganization or restructuring of the entity or entities of which it is composed, causes the Investment Partnership to be deemed an investment company for purposes of the 40 Act or causes a violation of the USA PATRIOT Act, U.S. Executive Order 13224 or other anti-money laundering legislation or regulation, the laws, regulations and orders administered by the Office of Foreign Asset Control of the U. S. Department of Treasury, or certain other applicable laws. 1051492.09-NYCSR02A - MSW
Limited Partner Liability. Anything in this Agreement or elsewhere to the contrary notwithstanding, the personal liability of each of the Limited Partners arising out of or in any manner relating to the Partnership shall be limited to and shall not exceed the amount of the initial (and subsequent, if any) Capital Contributions of such Limited Partner to the Partnership.
Limited Partner Liability. The Limited Partners will not be bound by, nor personally liable for, the expenses, liabilities, or obligations of the Partnership. Except for the Initial Capital Contributions, Capital Commitments, or as otherwise expressly provided in this Agreement, and except to the extent a Partner is required (notwithstanding the terms of this Agreement) to return previously received distributions to the Partnership pursuant to applicable law, the Limited Partners are not personally liable for and will not be required or obligated to make further additional Capital Contributions. Each Limited Partner will have a duty of good faith to each other Partner and the Partnership under this Agreement. Except for the duty of good faith, to the fullest extent permitted by law, neither the Limited Partners nor any of their respective Affiliates (in the case of the Class A Limited Partner, other than the General Partner) shall have duties (fiduciary or otherwise) to the Partnership or any other Partner, and this Agreement is not intended to, and does not, create or impose any such duties on the Limited Partners or any such Affiliates and each other Partner (including the General Partner) hereby expressly waives any and all fiduciary duties and any implied duties that, absent such waiver, may be owed to the Partnership, any other Limited Partner, or any other stakeholder in the Partnership by the Limited Partners or such Affiliates thereof.
