Common use of Exculpation of Covered Persons Clause in Contracts

Exculpation of Covered Persons. No GP Covered Person shall be liable to the Fund or any Partner for any losses, claims, demands, actions, judgments, arbitral decisions, orders, fines, penalties or liability of any nature, including reasonable attorneys’ fees, out-of-pocket expenses and court costs (“Damages”) suffered or incurred by the Fund or any Partner, except to the extent that any such Damages are based upon, arise out of or otherwise are in connection with any Exculpation Exclusion Event. No AC Covered Person shall be liable to anyone for any Damages suffered or incurred by the Fund, any Limited Partner, the General Partner, any Interested Person or any Affiliates of any of the foregoing except to the extent found by a court to be based upon, arise out of or otherwise be in connection with the fraud or bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith.

Exculpation of Covered Persons. No GP Covered Person shall be liable to the Fund or any Partner for any losses, claims, demands, actions, judgments, arbitral decisions, orders, fines, penalties or liability of any nature, including reasonable attorneys’ fees, out-of-pocket expenses and court costs (“Damages”) suffered or incurred by the Fund or any Partner, except to the extent that any such Damages are based upon, arise out of or otherwise are in connection with any Exculpation Exclusion Event. No AC Covered Person shall be liable to anyone for any Damages suffered or incurred by the Fund, any Limited Partner, the General Partner, any Interested Person or any Affiliates of any of the foregoing except to the extent found by a court to be based upon, arise out of or otherwise be in connection with the fraud or bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith.faith.‌