Common use of Exculpation of the Liquidation Manager Exculpated Parties Clause in Contracts

Exculpation of the Liquidation Manager Exculpated Parties. From and after the Effective Date, the Liquidation Manager, the Liquidation Manager’s employees, independent contractors, professionals, agents and representatives (collectively, the “Liquidation Manager Exculpated Parties”) shall be, and hereby are, exculpated by all persons and entities including without limitation Holders of Claims, Interests or Options and other parties in interest, from any and all claims, causes of action and other assertions of liability arising out of the discharge of the powers and duties conferred upon the Liquidation Manager by this Agreement, the Amended Plan or any Final Order entered pursuant to or in furtherance of the Amended Plan or this Agreement, or applicable law or otherwise, except only for actions or omissions to act only to the extent determined by Final Order to be due to the respective Liquidation Manager Exculpated Parties’ gross negligence, willful misconduct, fraud or criminal conduct after the Effective Date. No Holders of Claims, Interests or Options or any other party in interest will have or be permitted to pursue any claim or cause of action against the Liquidation Manager Exculpated Parties for making Distributions or for implementing the provisions of the Amended Plan and this Agreement except in cases of gross negligence, willful misconduct, fraud or criminal conduct as determined by a Final Order. Any action taken or action omitted to be taken with the approval of the Bankruptcy Court shall conclusively be deemed not to constitute gross negligence, willful misconduct, fraud or criminal conduct.

Exculpation of the Liquidation Manager Exculpated Parties. From and after the Effective Date, the Liquidation Manager, the Liquidation Manager’s employees, independent contractors, professionals, agents and representatives (collectively, the “Liquidation Manager Exculpated Parties”) shall be, and hereby are, exculpated by all persons and entities including without limitation Holders of Claims, Interests or Options and other parties in interest, from any and all claims, causes of action and other assertions of liability arising out of the discharge of the powers and duties conferred upon the Liquidation Manager by this Agreement, the Amended Plan or any Final Order entered pursuant to or in furtherance of the Amended Plan or this Agreement, or applicable law or otherwise, except only for actions or omissions to act only to the extent determined by Final Order to be due to the respective Liquidation Manager Exculpated Parties’ gross negligence, willful misconductconduct, fraud or criminal conduct after the Effective Date. No Holders of Claims, Interests or Options or any other party in interest will have or be permitted to pursue any claim or cause of action against the Liquidation Manager Exculpated Parties for making Distributions or for implementing the provisions of the Amended Plan and this Agreement except in cases of gross negligence, willful misconduct, fraud or criminal conduct as determined by a Final Order. Any action taken or action omitted to be taken with the approval of the Bankruptcy Court shall conclusively be deemed not to constitute gross negligence, willful misconduct, fraud or criminal conduct.