(a)Except as provided in subsection (b) of this section,
all partners are liable jointly and severally for all
obligations of the partnership unless otherwise agreed by the
claimant or provided by law.
(b)Except as provided by subsections (c) and (d) of this
section, a partner of a registered limited liability partnership
is not liable, directly or indirectly (including by way of
indemnification, contribution, assessment or otherwise), for any
debts, obligations or liabilities of, or chargeable to, the
registered limited liability partnership or another partner or
partners, whether arising in tort, contract or otherwise, solely
by reason of being such a partner or acting (or omitting to act)
in such capacity or otherwise participating (as an employee,
consultant, contractor or otherwise)
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(a) Except as provided in subsection (b) of this section,
all partners are liable jointly and severally for all
obligations of the partnership unless otherwise agreed by the
claimant or provided by law.
(b) Except as provided by subsections (c) and (d) of this
section, a partner of a registered limited liability partnership
is not liable, directly or indirectly (including by way of
indemnification, contribution, assessment or otherwise), for any
debts, obligations or liabilities of, or chargeable to, the
registered limited liability partnership or another partner or
partners, whether arising in tort, contract or otherwise, solely
by reason of being such a partner or acting (or omitting to act)
in such capacity or otherwise participating (as an employee,
consultant, contractor or otherwise) in the conduct of the other
business or activities of the registered limited liability
partnership, while the partnership is a registered limited
liability partnership.
(c) Subsection (b) of this section shall not affect the
liability of a partner in a registered limited liability
partnership for the partner's own negligent or wrongful act or
misconduct, or that of any person under the partner's direct
supervision and control.
(d) Notwithstanding the provisions of subsection (b) of
this section, all or specified partners of a registered limited
liability partnership may be liable in their capacity as
partners for all or specified debts, obligations or liabilities
of a registered limited liability partnership to the extent at
least a majority of the partners shall have agreed unless
otherwise provided in any agreement between the partners. Any
such agreement may be modified or revoked to the extent at least
a majority of the partners shall have agreed, unless otherwise
provided in any agreement between the partners, provided,
however, that:
(i) Any such modification or revocation shall not
affect the liability of a partner for any debts, obligations or
liabilities of a registered limited liability partnership
incurred, created or assumed by the registered limited liability
partnership prior to the modification or revocation; and
(ii) A partner shall be liable for debts, obligations
and liabilities of the registered limited liability partnership
incurred, created or assumed after such modification or
revocation only in accordance with this article and, if the
agreement is further modified, the agreement as so further
modified but only to the extent not inconsistent with subsection
(c) of this section.
(e) Nothing in this section shall in any way affect or
impair the ability of a partner to act as a guarantor or surety
for, provide collateral for, or otherwise be liable for, the
debts, obligations or liabilities of a registered limited
liability partnership.
(f) Subsection (b) of this section shall not affect the
liability of a registered limited liability partnership out of
partnership assets for partnership debts, obligations and
liabilities.
(g) A partner in a registered limited liability
partnership is not a proper party to a proceeding by or against
a registered limited liability partnership, the object of which
is to recover any debts, obligations, or liabilities of, or
chargeable to, the partnership, unless the partner is personally
liable under subsection (c) or (d) of this section.