Common use of Exculpation of the Manager Clause in Contracts

Exculpation of the Manager. Any act or the failure to do any act by the Manager or, if the Manager is not an individual, any manager, member, stockholder, trustee, officer, director or employee of such Manager, the effect of which results in loss or damage to the Company, shall not give rise to any liability to the Company by the Manager if done in good faith to promote the best interests of the Company or if done pursuant to advice of independent legal counsel, accountants or other experts selected, engaged or retained by the Company with reasonable care. The preceding sentence shall not relieve any Person of liability for gross negligence, bad faith, fraud or misappropriation of Company assets.