Common use of Disclaimer of Duties and Exculpation Clause in Contracts

Disclaimer of Duties and Exculpation. (a) Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, no Covered Person shall have any duty (fiduciary or otherwise) or obligation to the Partnership, the Partners or to any other Person bound by this Agreement, and in taking, or refraining from taking, any action required or permitted under this Agreement or under Applicable Law, each Covered Person shall be entitled to consider only such interests and factors as such Covered Person deems advisable, including its own interests, and need not consider any interest of or factors affecting, any other Covered Person or the Partnership notwithstanding any duty otherwise existing at law or in equity. To the extent that a Covered Person is required or permitted under this Agreement to act in “good faith” or under another express standard, such Covered Person shall act under such express standard and shall not be subject to any other or different standard under this Agreement or otherwise existing under Applicable Law or in equity. (b) The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and Liabilities of a Covered Person otherwise existing under Applicable Law or in equity, are agreed by the Partners to replace such other duties and Liabilities of such Covered Person in their entirety, and no Covered Person shall be liable to the Partnership, the Partners or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement. (c) To the fullest extent permitted by law, no Covered Person shall be liable to the Partnership, the Partners or any other Person bound by this Agreement for any cost, expense, loss, damage, claim or Liability incurred by reason of any act or omission performed or omitted by such Covered Person in such capacity, whether or not such Person continues to be a Covered Person at the time of such cost, expense, loss, damage, claim or Liability is incurred or imposed, if the Covered Person acted in good faith reliance on the provisions of this Agreement, and, with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe its conduct was unlawful. (d) A Covered Person shall be fully protected from liability to the Partnership, the Partners and any other Person bound by this Agreement in acting or refraining from acting in good faith reliance upon the records of the Partnership and such other information, opinions, reports or statements presented to the Partnership by any Person as to any matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, Liabilities, Profits and Losses of the Partnership.

Disclaimer of Duties and Exculpation. (a) Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, no Covered Person Indemnitee shall have any duty (fiduciary or otherwise) or obligation to the PartnershipCompany, the Partners Members or to any other Person bound by this Agreement, and in taking, or refraining from taking, any action required or permitted under this Agreement or under Applicable Law, each Covered Person Indemnitee shall be entitled to consider only such interests and factors as such Covered Person Indemnitee deems advisable, including its own interests, and need not consider any interest of or factors affecting, any other Covered Person Indemnitee or the Partnership Company notwithstanding any duty otherwise existing at law or in equity. To the extent that a Covered Person an Indemnitee is required or permitted under this Agreement to act in “good faith” or under another express standard, such Covered Person Indemnitee shall act under such express standard and shall not be subject to any other or different standard under this Agreement or otherwise existing under Applicable Law or in equity. (b) The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and Liabilities of a Covered Person an Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Partners Members to replace such other duties and Liabilities of such Covered Person Indemnitee in their entirety, and no Covered Person Indemnitee shall be liable to the PartnershipCompany, the Partners Members or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement. (c) To the fullest extent permitted by law, no Covered Person Indemnitee shall be liable to the PartnershipCompany, the Partners Members or any other Person bound by this Agreement for any cost, expense, loss, damage, claim or Liability incurred by reason of any act or omission performed or omitted by such Covered Person Indemnitee in such capacity, whether or not such Person continues to be a Covered Person an Indemnitee at the time of such cost, expense, loss, damage, claim or Liability is incurred or imposed, if the Covered Person Indemnitee acted in good faith reliance on the provisions of this Agreement, and, with respect to any criminal action or proceeding, such Covered Person Indemnitee had no reasonable cause to believe its conduct was unlawful. (d) A Covered Person An Indemnitee shall be fully protected from liability to the PartnershipCompany, the Partners Members and any other Person bound by this Agreement in acting or refraining from acting in good faith reliance upon the records of the Partnership Company and such other information, opinions, reports or statements presented to the Partnership Company by any Person as to any matters the Covered Person Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the PartnershipCompany, including information, opinions, reports or statements as to the value and amount of the assets, Liabilities, Profits and Losses of the PartnershipCompany.

Disclaimer of Duties and Exculpation. (a) Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, no Covered Person Indemnitee shall have any duty (fiduciary or otherwise) or obligation to the Partnership, the Partners or to any other Person bound by this Agreement, and in taking, or refraining from taking, any action required or permitted under this Agreement or under Applicable Law, each Covered Person Indemnitee shall be entitled to consider only such interests and factors as such Covered Person Indemnitee deems advisable, including its own interests, and need not consider any interest of or factors affecting, any other Covered Person Indemnitee or the Partnership notwithstanding any duty otherwise existing at law or in equity. To the extent that a Covered Person an Indemnitee is required or permitted under this Agreement to act in “good faith” or under another express standard, such Covered Person Indemnitee shall act under such express standard and shall not be subject to any other or different standard under this Agreement or otherwise existing under Applicable Law or in equity. (b) The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and Liabilities of a Covered Person an Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Partners to replace such other duties and Liabilities of such Covered Person Indemnitee in their entirety, and no Covered Person Indemnitee shall be liable to the Partnership, the Partners or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement. (c) To the fullest extent permitted by law, no Covered Person Indemnitee shall be liable to the Partnership, the Partners or any other Person bound by this Agreement for any cost, expense, loss, damage, claim or Liability incurred by reason of any act or omission performed or omitted by such Covered Person Indemnitee in such capacity, whether or not such Person continues to be a Covered Person an Indemnitee at the time of such cost, expense, loss, damage, claim or Liability is incurred or imposed, if the Covered Person Indemnitee acted in good faith reliance on the provisions of this Agreement, and, with respect to any criminal action or proceeding, such Covered Person Indemnitee had no reasonable cause to believe its conduct was unlawful. (d) A Covered Person An Indemnitee shall be fully protected from liability to the Partnership, the Partners and any other Person bound by this Agreement in acting or refraining from acting in good faith reliance upon the records of the Partnership and such other information, opinions, reports or statements presented to the Partnership by any Person as to any matters the Covered Person Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, Liabilities, Profits and Losses of the Partnership.

Disclaimer of Duties and Exculpation. (a) Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, no Covered Person shall have any duty (fiduciary or otherwise) or obligation to the Partnership, the Partners or to any other Person bound by this Agreement, and in taking, or refraining from taking, any action required or permitted under this Agreement or under Applicable Law, each Covered Person shall be entitled to consider only such interests and factors as such Covered Person deems advisable, including its own interests, and need not consider any interest of or factors affecting, any other Covered Person or the Partnership notwithstanding any duty otherwise existing at law or in equity. To the extent that a Covered Person is required or permitted under this Agreement to act in “good faith” or under another express standard, such Covered Person shall act under such express standard and shall not be subject to any other or different standard under this Agreement or otherwise existing under Applicable Law or in equity. (b) The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and Liabilities of a Covered Person otherwise existing under Applicable Law or in equity, are agreed by the Partners to replace such other duties and Liabilities of such Covered Person in their entirety, and no Covered Person shall be liable to the Partnership, the Partners or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement. (c) To the fullest extent permitted by law, no Covered Person shall be liable to the Partnership, the Partners or any other Person bound by this Agreement for any cost, expense, loss, damage, claim or Liability incurred by reason of any act or omission performed or omitted by such Covered Person in such capacity, whether or not such Person continues to be a Covered Person at the time of such cost, expense, loss, damage, claim or Liability is incurred or imposed, if the Covered Person acted in good faith reliance on the provisions of this Agreement, and, with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe its conduct was unlawful. (d) A Covered Person shall be fully protected from liability to the Partnership, the Partners and any other Person bound by this Agreement in acting or refraining from acting in good faith reliance upon the records of the Partnership and such other information, opinions, reports or statements presented to the Partnership by any Person as to any matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, Liabilities, Profits and Losses of the Partnership.

Disclaimer of Duties and Exculpation. (a) Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, no Covered Person Indemnitee shall have any duty (fiduciary or otherwise) or obligation to the PartnershipCompany, the Partners Members or to any other Person bound by this Agreement, and in taking, or refraining from taking, any action required or permitted under this Agreement or under Applicable Law, each Covered Person Indemnitee shall be entitled to consider only such interests and factors as such Covered Person Indemnitee deems advisable, including its own interests, and need not consider any interest of or factors affecting, any other Covered Person Indemnitee or the Partnership Company notwithstanding any duty otherwise existing at law or in equity. To the extent that a Covered Person an Indemnitee is required or permitted under this Agreement to act in “good faith” or under another express standard, such Covered Person Indemnitee shall act under such express standard and shall not be subject to any other or different standard under this Agreement or otherwise existing under Applicable Law or in equity. (b) The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and Liabilities of a Covered Person an Indemnitee otherwise existing under Applicable Law or in equity, are agreed by the Partners Members to replace such other these duties and Liabilities of such Covered Person Indemnitee in their entirety, and no Covered Person Indemnitee shall be liable to the PartnershipCompany, the Partners Members or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement. (c) To the fullest extent permitted by law, no Covered Person Indemnitee shall be liable to the PartnershipCompany, the Partners Members or any other Person bound by this Agreement for any cost, expense, loss, damage, claim or Liability incurred by reason of any act or omission performed or omitted by such Covered Person Indemnitee in such capacity, whether or not such Person continues to be a Covered Person an Indemnitee at the time of such cost, expense, loss, damage, claim or Liability is incurred or imposed, if the Covered Person Indemnitee acted in good faith reliance on the provisions of this Agreement, and, with respect to any criminal action or proceeding, such Covered Person Indemnitee had no reasonable cause to believe its conduct was unlawful. (d) A Covered Person An Indemnitee shall be fully protected from liability to the PartnershipCompany, the Partners Members and any other Person bound by this Agreement in acting or refraining from acting in good faith reliance upon the records of the Partnership Company and such other information, opinions, reports or statements presented to the Partnership Company by any Person as to any matters the Covered Person Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the PartnershipCompany, including information, opinions, reports or statements as to the value and amount of the assets, Liabilities, Profits and Losses of the PartnershipCompany.

Disclaimer of Duties and Exculpation. (a) Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, no Covered Person shall have any duty (fiduciary or otherwise) or obligation to the Partnership, the Partners or to any other Person bound by this Agreement, and in taking, or refraining from taking, any action required or permitted under this Agreement or under Applicable Law, each Covered Person shall be entitled to consider only such interests and factors as such Covered Person deems advisable, including its own interests, and need not consider any interest of or factors affecting, any other Covered Person or the Partnership notwithstanding any duty otherwise existing at law or in equity. To the extent that a Covered Person is required or permitted under this Agreement to act in “good faith” or under another express standard, such Covered Person shall act under such express standard and shall not be subject to any other or different standard under this Agreement or otherwise existing under Applicable Law or in equity. (b) The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and Liabilities of a Covered Person otherwise existing under Applicable Law or in equity, are agreed by the Partners to replace such other duties and Liabilities of such Covered Person in their entirety, and no Covered Person shall be liable to the Partnership, the Partners or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement. (c) To the fullest extent permitted by law, no Covered Person shall be liable to the Partnership, the Partners or any other Person bound by this Agreement for any cost, expense, loss, damage, claim or Liability incurred by reason of any act or omission performed or omitted by such Covered Person in such capacity, whether or not such Person continues to be a Covered Person at the time of such cost, expense, loss, damage, claim or Liability is incurred or imposed, if the Covered Person acted in good faith reliance on the provisions of this Agreementfaith, and, with respect to any criminal action or proceeding, such Covered Person had no reasonable cause to believe its conduct was unlawful. (d) A Covered Person shall be fully protected from liability to the Partnership, the Partners and any other Person bound by this Agreement in acting or refraining from acting in good faith reliance upon the records of the Partnership and such other information, opinions, reports or statements presented to the Partnership by any Person as to any matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, Liabilities, Profits and Losses of the Partnership.