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. 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. 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. 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, agent or advisor of any Partner or Affiliate.
Partnership Liabilities. Except for (i) the Mellon Loan, and (ii) any accrued liabilities and obligations of the Partnership which are being adjusted at Closing pursuant to Section 13 of this Agreement, the 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 Partnership has not received notice of any, and to the knowledge of the 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 is not the express responsibility of the Sellers under the terms of this Agreement (or taken into account as an adjustment to Net Purchase Price to be paid to the Sellers hereunder). Specifically, but without limitation, the General Partner represents and warrants to Buyer that the Partnership does not have any obligations of any nature under the following agreements, all of such obligations having been discharged and satisfied prior to the date of this Agreement: Option Agreement dated March 18, 1996 between the Partnership, as optionor., and Xxxx Xxxxxx, as optionee, and Option Agreement dated March 18, 1996 between the Partnership, as optionor, and Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, as optionee. The representations set forth in this Section 7(q) shall survive Closing without being subject to the six (6) month limitation.
Partnership Liabilities. Except for (i) the obligations and liabilities of the Partnership which FWRLP is taking the Partnership Interests subject to under Section 2 (b) above, (ii) the Service Contracts, Leases and other contractual obligations which FWRLP is acquiring the Partnership Interests subject to pursuant to this Agreement, and (iii) any liabilities and obligations of the Partnership which are being
Partnership Liabilities. 3 4.7 Indemnity...................................................... 3 V. ADMISSION OF NEW LIMITED PARTNERS................................... 4 5.1
Partnership Liabilities. Except as set forth in the Offering Materials or as otherwise disclosed to the Investor, the Partnership has not engaged in any material transactions and does not have any material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due (other than liabilities and obligations arising out of the offering under the Offering Materials and the transactions described therein, including expenses of the offering, legal and accounting fees, and travel and travel-related expenses).
