Common use of Duty of Care and Loyalty Clause in Contracts

Duty of Care and Loyalty. The Investment Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or any shareholder for any loss, liability, damage, settlement, costs, 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 the Investment Manager and its employees, partners and affiliates, in connection with the establishment, management or operations of the Company or its investments (including in connection with serving on creditors' committees and boards of directors for companies in the Company's portfolio) unless such act or failure to act arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of the Investment Manager's duty to the Company or its shareholders, as the case may be (such conduct, "Disabling Conduct"). Subject to the foregoing, all such Persons shall look solely to the Assets (including, without limitation, the Unfunded Commitments) for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any indemnitee is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such indemnitee shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. The Investment Manager Adviser shall not be liable, responsible or accountable in damages or otherwise to the Company Trust or any shareholder for any loss, liability, damage, settlement, costs, 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 the Investment Manager Adviser and its employees, partners and affiliates, affiliates in connection with the establishment, management or operations of the Company Trust or its investments (including in connection with serving on creditors' ’ committees and boards of directors for companies in the Company's Trust’s portfolio) unless such act or failure to act arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of the Investment Manager's Adviser’s duty to the Company Trust or its shareholders, as the case may be (such conduct, "“Disabling Conduct"”). Subject to the foregoing, all such Persons shall look solely to the Assets (including, without limitation, the Unfunded Commitments) assets for satisfaction of claims of any nature arising in connection with the affairs of the CompanyTrust. If any indemnitee Indemnified Person (as defined in Section 9(a) hereof) is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such indemnitee shall not, on account thereof, be held to any personal liability.

Duty of Care and Loyalty. The Investment Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or any shareholder for any loss, liability, damage, settlement, costs, or other expense (including reasonable attorneys' at- torneys fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by the Investment In- vestment Manager and its employees, partners and affiliates, in connection with the establishment, management or operations opera- tions of the Company or its investments (including in connection con- nection with serving on creditors' creditors committees and boards of directors for companies in the Company's Company s portfolio) unless such act or failure to act arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of the Investment Manager's Manager s duty to the Company or its shareholderssharehold- ers, as the case may be (such conduct, "Disabling Conduct"Conduct ). Subject to the foregoing, all such Persons shall look solely to the Assets (including, without limitation, the Unfunded Commitments) for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any indemnitee in- demnitee is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such indemnitee shall not, on account thereof, be held to any personal per- xxxxx liability.