Common use of Exculpation of Members Clause in Contracts

Exculpation of Members. Subject to the provisions of Section 7.4, no Member, its Affiliates, or trustees, holders of beneficial interests, shareholders, partners, members, directors, officers, the managers, trustees, fiduciaries, employees, agents and representatives (each, an “Exculpated Party”), shall be liable to the Company or to any Member for any liability, damage, loss, cost or expense incurred by the Company or any Member, except to the extent such liability, damage, loss, cost or expense is the result of the gross negligence, fraud, intentional misconduct or the uncured material breach of the terms of this Agreement. In performing its duties or obligations, the Exculpated Party shall be entitled to rely in good faith on the provisions of this Agreement and on any information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) made or provided by the following other Persons: (i) any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company pursuant to this Agreement; or (ii) any other Person who has been selected with reasonable care by or on behalf of the Company pursuant to this Agreement, in each case as to matters which such Exculpated Party reasonably believes to be within such other Person’s competence and such Exculpated Party did not have knowledge at the time of its reliance that such information, opinions, reports or statements were false. The preceding sentence shall in no way limit the right of any Exculpated Party to rely on information to the extent provided for in Section 18-406 of the Act. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law none of the Members shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities, provided that nothing contained herein shall be deemed to diminish or reduce the implied covenant of good faith and fair dealing. Except as provided in this Agreement, whenever in this Agreement a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such party shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

Exculpation of Members. Subject to the provisions of Section 7.4, no Member, its Affiliates, Affiliates or trustees, holders of beneficial interests, shareholders, partners, members, directors, officers, the managers, trustees, fiduciaries, employees, agents and representatives (each, an “Exculpated Party”), shall be liable to the Company or to any Member for any liability, damage, loss, cost or expense incurred by the Company or any Member, except to the extent such liability, damage, loss, cost or expense is found by a court of competent jurisdiction to be the result of the gross negligence, fraud, intentional misconduct or the uncured material breach of the terms of this Agreement. In performing its duties or obligations, the Exculpated Party shall be entitled to rely in good faith on the provisions of this Agreement and on any information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) made or provided by the following other Persons: (i) any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company pursuant to this Agreement; or (ii) any other Person who has been selected with reasonable care by or on behalf of the Company pursuant to this Agreement, in each case as to matters which such Exculpated Party reasonably believes to be within such other Person’s competence and such Exculpated Party did not have knowledge at the time of its reliance that such information, opinions, reports or statements were false. The preceding sentence shall in no way limit the right of any Exculpated Party to rely on information to the extent provided for in Section 18-406 of the Act. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law none of the Members shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities, provided that nothing contained herein shall be deemed to diminish or reduce the implied covenant of good faith and fair dealing. Except as provided in this Agreement, whenever in this Agreement a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such party shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

Exculpation of Members. Subject to the provisions of Section 7.4, no Member, its Affiliates, or trustees, holders of beneficial interests, shareholders, partners, members, directors, officersIndemnity. In carrying out their duties hereunder, the managers, trustees, fiduciaries, employees, agents and representatives (each, an “Exculpated Party”), Member(s) shall not be liable to the Company or to any other Member for their good faith actions, or failure to act, or for any liabilityerrors of judgment, damageor for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement, lossbut only for its own willful misconduct in the performance of its obligations under this Agreement. Actions or omissions taken in reliance upon the advice of legal counsel as being within the scope of authority conferred by this Agreement shall be conclusive evidence of such good faith; however, cost good faith may be determined without obtaining such advice. The Company does hereby indemnify and hold harmless the Member(s), their Affiliates and .their agents, officers, employees, partners, members and directors against and from any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (together, “Claims”), in which the indemnified person may be involved, or threatened to be involved, as a party or otherwise by reason of its status as the Member or an Affiliate thereof, an agent, officer, employee, partner, member or director of the Member or an Affiliate thereof, or a person serving at the request of the Company in another entity in a similar capacity, which relates to or arises out of the Company, its property, business or affairs, regardless of whether the indemnified person continues to be the Member or an Affiliate thereof or their agent, officer, employee, partner, member or director at the time any such liability or expense incurred is paid or incurred, if (i) the indemnified person acted in good faith and in a manner it believed to be in or not opposed to the best interests of the Company, (ii) the indemnified person’s conduct did not constitute gross negligence or willful misconduct, (iii) in connection with any criminal action or proceeding, the indemnified person had no reasonable cause to believe its conduct was unlawful, (iv) with respect to Claims by or in the Company right of the Company, the indemnified person is not adjudged to be negligent or any Memberliable for misconduct, except unless a court determines that indemnification is nonetheless appropriate, and (v) the standards set forth in clauses (i) and (ii), and, if applicable, (iii) and (iv), are met as determined in each case by (w) a majority vote of a quorum of Member(s) who are not parties to or threatened to be made parties to the Claims in issue, (x) by independent legal counsel, (y) by all the Members, or (z) by an appropriate court. Notwithstanding clauses (iii) and (iv), an indemnified person shall be eligible for indemnification hereunder to the extent such liability, damage, loss, cost or expense is it has been successful on the result of the gross negligence, fraud, intentional misconduct or the uncured material breach of the terms of this Agreementmerits with respect to any Claim. In performing its duties or obligations, the Exculpated Party no event shall any Member be entitled required to rely in good faith on the provisions make an additional capital contribution to carry out this indemnification provision. An Affiliate of this Agreement and on any information, opinions, reports or statements person (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid“Affiliate”) made or provided by the following other Persons: means (i) any attorneyperson directly or indirectly owning, independent accountant, appraiser controlling or other expert holding the power to vote ten percent or professional employed or engaged by or on behalf more of the Company pursuant to this Agreementoutstanding voting securities of the specified person; or (ii) any other Person who has been selected person ten percent or more of whose outstanding voting securities is directly or indirectly owned, controlled or held with reasonable care power to vote by the specified person; (iii) any person directly or on behalf indirectly controlling, controlled by, or under control with a specified person; (iv) any officer, partner, member or director of the Company pursuant to this Agreementspecified person; and (v) any person of which the specified person is an officer, in each case as to matters which such Exculpated Party reasonably believes to be within such other Person’s competence and such Exculpated Party did not have knowledge at the time of its reliance that such information, opinions, reports director or statements were false. The preceding sentence shall in no way limit the right of any Exculpated Party to rely on information to the extent provided for in Section 18-406 of the Act. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law none of the Members shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities, provided that nothing contained herein shall be deemed to diminish or reduce the implied covenant of good faith and fair dealing. Except as provided in this Agreement, whenever in this Agreement a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such party shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Memberpartner.