Common use of Exculpation; Duties Clause in Contracts

Exculpation; Duties. (a) No Member, Director or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or officer by this Agreement, except that a Member, Director or officer shall be liable for any such loss, damage or claim incurred by reason of such Member's, Director's or officer's willful misconduct or gross negligence. (b) To the extent that at law or in equity, the Managing Member or a Director, officer, employee or agent of the Company (each, an "Indemnified Person") has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnified Person. (c) Whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its "sole discretion", or "discretion" or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its "good faith" or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Exculpation; Duties. (a) No Member, Director or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or officer by this Agreement, except that a Member, Director or officer shall be liable for any such loss, damage or claim incurred by reason of such Member's’s, Director's ’s or officer's ’s willful misconduct or gross negligence. (b) To the extent that at law or in equity, the Managing Member or a Director, officer, employee or agent of the Company (each, an "“Indemnified Person"”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any the Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members parties hereto to replace such other duties and liabilities of such Indemnified Person. (c) Whenever Notwithstanding any other provision of this Agreement or any applicable provisions of law or equity or otherwise, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its "“sole discretion", or ",” “discretion" ” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its "“good faith" ” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Exculpation; Duties. (a) No Member, Director or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or officer by this Agreement, except that a Member, Director or officer shall be liable for any such loss, damage or claim incurred by reason of such Member's, Director's or officer's willful misconduct or gross negligence. (b) To the extent that at law or in equity, the Managing Member or a Director, officer, employee or agent of the Company (each, an "Indemnified Person") has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnified Person. (c) Whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its "sole discretion", or ," "discretion" or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its "good faith" or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Exculpation; Duties. (a) No Member, Director Member or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or officer by this Agreement, except that a Member, Director Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member's, Director's ’s or officer's ’s willful misconduct or gross negligence. (b) To the extent that at law or in equity, the Managing Member Members or a Director, an officer, employee or agent of the Company (each, an "“Indemnified Person"”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnified Person. (c) Whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its "“sole discretion"”, or "“discretion" ” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its "“good faith" ” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Exculpation; Duties. (a) No Member, Director Member or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director Member or officer by this Agreement, except that a Member, Director Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member's, Director's or officer's willful misconduct or gross negligence. (b) To the extent that at law or in equity, the Managing Member or a Director, an officer, employee or agent of the Company (each, an "Indemnified Person") has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, any such Indemnified Person Member, officer, employee or agent acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnified PersonMember, officer, employee or agent. (c) Whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its "sole discretion", or "discretion" or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests interest and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its "good faith" or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Exculpation; Duties. (a) No Member, Director or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Director or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or officer by this Agreement, except that a Member, Director or officer shall be liable for any such loss, damage or claim incurred by reason of such Member's’s, Director's ’s or officer's ’s willful misconduct or gross negligence. (b) To the extent that at law or in equity, the Managing Member or a Director, officer, employee or agent of the Company (each, an "“Indemnified Person"”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any b air Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnified Person. (c) Whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its "“sole discretion", or ",” “discretion" ” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its "“good faith" ” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Exculpation; Duties. (a) No MemberExcept as otherwise provided by the Act, Director the debts, expenses, obligations and Liabilities of the Company, whether arising in contact, tort or officer otherwise, shall be solely the debts, expenses, obligations and Liabilities of the Company, and no Member shall be obligated personally for any such debt, expense, obligation or Liability of the Company solely by reason of being a Member. All Persons dealing with the Company shall have recourse solely to the Company for the payment of the debts, expenses, obligations or Liabilities of the Company. (b) Subject to the conditions and limitations set forth in this Agreement, to the greatest extent permitted under applicable law, no Indemnitee shall be liable liable, in damages or otherwise, to the Company or any other Person who has an interest in to the Company Member for any loss, damage losses sustained or claim Liabilities incurred by reason as a result of any act or omission performed or omitted by of such Member, Director or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Director or officer by this AgreementIndemnitee, except that a Member, Director such Indemnitee shall not be exculpated from or officer shall be liable entitled to indemnification under this Agreement for any such loss, damage or claim incurred by reason of such Member'sIndemnitee’s fraud, Director's willful misconduct, or officer's knowing violation of the Law or willful misconduct or gross negligenceviolation of this Agreement by the Indemnitee, in each case, as established by a final judgment of a court of competent jurisdiction. (bc) To the extent that at law or in equity, the Managing Member or a Director, officer, employee or agent of the Company (each, an "Indemnified Person") has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, any such Indemnified Person An Indemnitee acting under this Agreement shall not be liable to the Company or to any Member other Indemnitee for its good such Person’s good-faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities Liabilities of an Indemnified Person such Persons otherwise existing at law or in equity, are agreed by the Members Managing Member to replace fully and completely such other duties and liabilities Liabilities of such Indemnified Person. Persons. No Member (c) Whenever in this Agreement including the Managing Member is permitted Member) or required to make a decision (i) Officer, in its "sole discretion"capacity as a Member (or Managing Member, as applicable) or "discretion" or under a grant of similar authority or latitudeOfficer, the Managing Member shall be entitled owe any duty (including fiduciary duty) to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member (all such duties being eliminated by this Agreement to the greatest extent possible). (d) The Managing Member and the Officers may consult with legal counsel, accountants and financial or other Memberadvisors, and any act or (ii) in its "good faith" omission suffered or under another expressed standard, taken by the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions an Officer on behalf of law the Company or in equity furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such counsel, accountants or otherwisefinancial or other advisors will be full justification for any such act or omission, and the Managing Member or such Officer will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.