Consensus One Venture Capital Limited Partnership Deed


16. LIMITATION OF LIABILITY OF LIMITED PARTNERS

16.1 Capacity as trustee or responsible entity 
16.2 Rights of other parties 
16.3 Enforcement 
16.4 Winding up 
16.5 Exceptions 

16.1 Capacity as trustee or responsible entity

A Limited Partner which holds its Partnership Interest as trustee or responsible entity of a Fund which has been disclosed in the Deed of Accession executed by the Limited Partner and delivered to and accepted by the General Partner in accordance with this deed (Trustee Limited Partner), is bound by this deed only in its capacity as trustee or responsible entity respectively of the Fund and in no other capacity.

16.2 Rights of other parties

Subject to clause 16.5 (Exceptions), the rights of other parties under or in respect of this deed (whether express or implied by applicable law or otherwise) are not exercisable against a Trustee Limited Partner other than in the capacity specified in clause 16.1 (Capacity as trustee or responsible entity).

16.3 Enforcement

Subject to clause 16.5 (Exceptions), a Trustee Limited Partner is not liable to pay or satisfy, and no party is entitled to enforce against the Trustee Limited Partner, any damages suffered by or amounts owing to the party, which result from a breach or non-performance of an obligation of the Trustee Limited Partner under or in respect of this deed (whether express or implied by applicable law or otherwise) except to the extent the Trustee Limited Partner is entitled to be indemnified in the capacity specified in clause 16.1 (Capacity as trustee or responsible entity) in respect of that obligation and those damages and amounts are recoverable by the Trustee under that indemnity.

16.4 Winding up

Subject to clause 16.5 (Exceptions), if a party does not recover all damages suffered and amounts owing to it as a result of a breach or non-performance of any obligation of a Trustee Limited Partner under or in respect of this deed (whether express or implied by applicable law or otherwise), the party may not seek to recover the shortfall by applying to have the Trustee Limited Partner wound up.

16.5 Exceptions

The limitations in clause 16.1 (Capacity as trustee or responsible entity) to 16.4 (Winding up):

(a) do not apply in the case of any negligence, default, fraud or dishonesty by a Trustee Limited Partner under or in respect of the terms of its appointment as trustee or responsible entity of the Fund for which it acts as trustee or responsible entity as referred to in clause 16.1 (Capacity as trustee or responsible entity), and in those circumstances the Trustee Limited Partner will also be liable in its personal capacity; and

(b) do not limit the rights of the General Partner under clause 4.3(a) except the rights of the General Partner under clause 4.3(a)(iv).

 

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