Common use of Duty of Care Clause in Contracts

Duty of Care. (a) The Directors and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s duties under this Agreement. (b) No Director who has been designated an “audit committee financial expert” (for purposes of Section 407 of the Xxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SEC) in the Partnership’s Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s duties under this Agreement. (b) No Director who has been designated an “audit committee financial expert” (for purposes of Section 407 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SEC) in the Partnership’s Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors Directors, the Adviser and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s services under this Agreement, in the absence of a final judicial or arbitral decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s duties under this Agreement. (b) No Director who has been designated an “audit committee financial expert” (for purposes of Section 407 of the Xxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SECCommission) in the Partnership’s Form N-2 registration statement or other reports required to be filed with the SEC Commission shall be subject to any greater duty of care in discharging such Director’s duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Shares will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s 's services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s 's duties under this Agreement. (b) No Director who has been designated an “"audit committee financial expert” " (for purposes of Section 407 of the Xxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SEC) in the Partnership’s 's Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s 's duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors Directors, the Investment Manager and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s 's services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s 's duties under this Agreement. (b) No Director who has been designated an “"audit committee financial expert” " (for purposes of Section 407 of the Xxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SECCommission) in the Partnership’s Form N-2 's registration statement or other reports required to be filed with the SEC Commission shall be subject to any greater duty of care in discharging such Director’s 's duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s 's services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s 's duties under this Agreement. (b) No Director who has been designated an “"audit committee financial expert” " (for purposes of Section 407 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 or any successor provision theretothexxxx, and any xxx xxx rules issued thereunder by the SEC) in the Partnership’s 's Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s 's duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors Directors, the Adviser and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s services under this Agreement, in the absence of a final judicial or arbitral decision on the merits from which no further right to appeal may be taken that the loss is due to to: (i) an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s duties under this Agreement or (ii) a material breach of this Agreement. (b) No Director who has been designated an “audit committee financial expert” (for purposes of Section 407 of the Xxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SECCommission) in the Partnership’s Form N-2 registration statement or other reports required to be filed with the SEC Commission shall be subject to any greater duty of care in discharging such Director’s duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors Directors, the Adviser and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s 's services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s 's duties under this Agreement. (b) No Director who has been designated an “"audit committee financial expert” " (for purposes of Section 407 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SECCommission) in the Partnership’s Form N-2 's registration statement or other reports required to be filed with the SEC Commission shall be subject to any greater duty of care in discharging such Director’s 's duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s 's services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s 's duties under this Agreement. (b) No Director who has been designated an “"audit committee financial expert” " (for purposes of Section 407 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 or any successor 0000 xx xxx xxccessor provision thereto, and any rules issued thereunder by the SEC) in the Partnership’s 's Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s 's duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors Directors, the Adviser and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s duties under this Agreement. (b) No Director who has been designated an “audit committee financial expert” (for purposes of Section 407 of the Xxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SECCommission) in the Partnership’s Form N-2 registration statement or other reports required to be filed with the SEC Commission shall be subject to any greater duty of care in discharging such Director’s duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors Directors, the Investment Manager and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s duties under this Agreement. (b) No Director who has been designated an “audit committee financial expert” (for purposes of Section 407 of the Xxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SEC) in the Partnership’s Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. (a) The Directors Directors, the Investment Manager and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s 's services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s 's duties under this Agreement. (b) No Director who has been designated an “"audit committee financial expert” " (for purposes of Section 407 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 or any successor provision theretothexxxx, and any xxx xxx rules issued thereunder by the SEC) in the Partnership’s 's Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s 's duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units Interests will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.