Common use of Exculpation of Covered Persons Clause in Contracts

Exculpation of Covered Persons. Except as otherwise provided in this Agreement, no Member, former Member or Indemnified Representative of the Fund, or any of their respective Affiliates, representatives or agents (each, a “Covered Person”) shall be liable to the Fund or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person; provided, however, that this sentence shall not limit or eliminate liability for any negligent act or omission or one that constitutes a violation of the implied contractual covenant of good faith and fair dealing.

Exculpation of Covered Persons. Except as otherwise provided in this Agreement, no Member, former Member or Indemnified Representative of the Fund, or any of their respective Affiliates, representatives or agents (each, a “Covered Person”) shall be liable to the Fund or any other Covered Person for any loss, damage or claim incurred by reason of or any act or omission performed or omitted by such Covered Person; provided, however, that this sentence shall not limit or eliminate liability for any negligent act or omission or one that constitutes a violation of the implied contractual covenant of good faith and fair dealing.