Common use of Duty of Care and Loyalty Clause in Contracts

Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment Manager, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) shall be liable, responsible or accountable in damages or otherwise to the Company, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s duty to the Company or such shareholder, as the case may be (such conduct, “Disabling Conduct”). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none neither the Co-Manager nor any of the Investment Manager, or any its affiliated personsAffiliated Persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “"Indemnified Person” " and, collectively, the “"Indemnified Persons”") shall be liable, responsible or accountable in damages or otherwise to the Investment Manager, the Company, any shareholder Member or any other person Person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ ' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s 's capacity as a shareholderMember, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets Assets (including those in connection with serving on boards of directors of, or creditors’ ' committees for, any Investment); provided Portfolio Company) except that the foregoing exculpation Co-Manager shall not apply be liable to the Company or any Member, as the case may be, if such act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s 's duty to the Company or such shareholderMember, as the case may be (such conduct, “"Disabling Conduct”"). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of Assets (including, without limitation, the Company Unfunded Commitments) for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment ManagerAdviser, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) shall be liable, responsible or accountable in damages or otherwise to the CompanyFund, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company Fund or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, misconduct, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s duty to the Company Fund or such shareholder, as the case may be (such conduct, “Disabling Conduct”). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company Fund for satisfaction of claims of any nature arising in connection with the affairs of the CompanyFund. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none of the Special Member, the Investment Manager, or any its affiliated personsof their respective Affiliated Persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “"Indemnified Person” " and, collectively, the “"Indemnified Persons”") shall be liable, responsible or accountable in damages or otherwise to the Company, any shareholder Member or any other person Person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ ' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s 's capacity as a shareholderMember, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets Assets (including those in connection with serving on boards of directors of, or creditors’ ' committees for, any Investment); provided Portfolio Company) except that the foregoing exculpation Investment Manager shall not apply be liable to the Company or any Member, as the case may be, if such act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s 's duty to the Company or such shareholderMember, as the case may be (such conduct, “"Disabling Conduct”"). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of Assets (including, without limitation, the Company Unfunded Commitments) for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment Manager, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “"Indemnified Person” " and, collectively, the “"Indemnified Persons”") shall be liable, responsible or accountable in damages or otherwise to the Company, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ ' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s 's capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ ' committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s 's duty to the Company or such shareholder, as the case may be (such conduct, “"Disabling Conduct”"). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment Manager, or any its affiliated personsAffiliated Persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “"Indemnified Person” " and, collectively, the “"Indemnified Persons”") shall be liable, responsible or accountable in damages or otherwise to the Company, any shareholder Member or any other person Person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ ' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s 's capacity as a shareholderMember, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets Assets (including those in connection with serving on boards of directors of, or creditors’ ' committees for, any Investment); provided Portfolio Company) except that the foregoing exculpation Investment Manager shall not apply be liable to the Company or any Member, as the case may be, if such act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s 's duty to the Company or such shareholderMember, as the case may be (such conduct, “"Disabling Conduct”"). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company Assets for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment ManagerSub-Adviser, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) shall be liable, responsible or accountable in damages or otherwise to the CompanyFund, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company Fund or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, misconduct, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s duty to the Company Fund or such shareholder, as the case may be (such conduct, “Disabling Conduct”). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company Fund for satisfaction of claims of any nature arising in connection with the affairs of the CompanyFund. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none neither the Co-Manager nor any of the Investment Manager, or any its affiliated personsAffiliated Persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “"Indemnified Person” " and, collectively, the “"Indemnified Persons”") shall be liable, responsible or accountable in damages or otherwise to the Investment Manager, the Company, any shareholder Partner or any other person Person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ ' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s 's capacity as a shareholderPartner, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets Assets (including those in connection with serving on boards of directors of, or creditors’ ' committees for, any Investment); provided Portfolio Company) except that the foregoing exculpation Co-Manager shall not apply be liable to the Company or any Partner, as the case may be, if such act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s 's duty to the Company or such shareholderPartner, as the case may be (such conduct, “"Disabling Conduct”"). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of Assets (including, without limitation, the Company Unfunded Commitments) for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment Manager, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an ““ Indemnified PersonPerson ” and, collectively, the ““ Indemnified PersonsPersons ”) shall be liable, responsible or accountable in damages or otherwise to the Company, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ ' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s 's capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ ' committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s 's duty to the Company or such shareholder, as the case may be (such conduct, ““ Disabling ConductConduct ”). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment ManagerAdviser, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) shall be liable, responsible or accountable in damages or otherwise to the CompanyFund, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company Fund or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s duty to the Company Fund or such shareholder, as the case may be (such conduct, “Disabling Conduct”). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company Fund for satisfaction of claims of any nature arising in connection with the affairs of the CompanyFund. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.