Common use of Exculpation Clause in Contracts

Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “Specified Agent”) shall be liable, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.

Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “"Specified Agent”") shall be liable, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s 's investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.

Exculpation. Neither the Members, the Manager, the directors of the Company, the officers of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any such Members, Manager, directors, officers, or affiliates and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Company (a “Specified Agent”"SPECIFIED AGENT") shall be liable, in damages or otherwise, to the Company or to any Member for, and neither the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s 's investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.

Exculpation. Neither (a) Subject to Section 8.5, but notwithstanding any other provisions of this Agreement (whether express or implied) or obligation or duty at law or in equity, to the Membersfullest extent permitted by applicable law, no Covered Person shall be liable to another Member, the ManagerCompany or any other Person (including any creditor or claimant of the Company or any of its Subsidiaries) for any losses, the directors of claims, damages or liabilities arising from any judgment or act or omission performed or omitted to be performed by a Covered Person in connection with the Company, nor shall any Covered Person be liable to any Member, the officers Company or any other Person for any judgment, action or inaction of the Company, their respective affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of the Company except, (i) in each case, to the extent that it shall have been determined by a final, non-appealable decision by a court of competent jurisdiction that any such Memberslosses, Managerclaims, directorsdamages or liabilities are attributable to such Covered Person’s (x) acts or omissions not in good faith or which involve intentional misconduct or gross negligence or (y) material breach of this Agreement, officers, or affiliates and who, (ii) in such capacity, shall engage, or shall have engaged, in activities on behalf the case of any officer of the Company (a “Specified Agent”) shall be liableother than the Chairman), in damages any employee of the Company or otherwiseany Executive Manager (but not any other manager), to the Company extent that it shall have been determined by a final, non-appealable decision by a court of competent jurisdiction that any such losses, claims, damages or liabilities (A) are attributable to any Member forsuch employee’s, and neither officer’s or Executive Manager’s breach of the Company nor any Member shall take any action against such Members, Manager, directors, officers, affiliates or Specified Agent, in respect duty of any loss which arises out of any acts or omissions performed or omitted by such person pursuant loyalty to the authority granted by this Agreement, or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, or Specified Agent, as applicable, in good faith, determined that such course of conduct was in the best interests of the Company and within the scope of authority conferred on such person by this Agreement or approved by the Manager. Each Member shall look solely to the assets of the Company for return of such Member’s investment, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members or their affiliates, except as expressly provided herein; provided, however, that the foregoing shall not relieve any Member or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the Members that it may have hereunder or under applicable law.confidential confidential

Exculpation. Neither (a) Notwithstanding anything to the Memberscontrary contained in this Agreement, whether express or implied, or obligation or duty at law or in equity, to the Managerfullest extent not prohibited by applicable law, the directors none of the CompanyManagers, any person acting as the officers designee of the CompanyManagers, any Member, or any of their respective affiliatesAffiliates, nor or, to the extent applicable, any person who at any time shall serveof such Person’s employees, or shall have servedshareholders, as a directorpartners, officermembers, employee or other agent of any such Membersbeneficiaries, Managertrustees, directors, officers, agents or affiliates representatives (such Persons together with Managers, the Members and whotheir respective Affiliates being hereinafter, in such capacitycollectively, shall engagereferred to as the “Related Parties” and each, or shall have engaged, in activities on behalf of the Company (individually as a “Specified AgentRelated Party”) shall be liable, in damages or otherwise, liable to the Company or to any Member for, and neither the Company nor other Person for any Member shall take any action against such Members, Manager, directors, officers, affiliates act or Specified Agent, omission (in respect of any loss which arises out of any acts or omissions performed or omitted by such person pursuant relation to the authority granted by Company, this Agreement, any related document or otherwise performed on behalf of the Company, if such Member, Manager, director, officer, affiliate, any transaction or Specified Agent, as applicable, investment contemplated hereby or thereby) taken or omitted in good faith, determined faith by a Related Party and in the reasonable belief that such course act or omission is (i) within the scope of conduct was authority granted to such Related Party; (ii) is in or is not contrary to the best interests of the Company Company; and within the scope of authority conferred on such person by this Agreement (iii) with respect to any criminal action or approved by the Manager. Each Member shall look solely proceeding, had no reasonable cause to the assets of the Company for return of such Member’s investmentbelieve his, and if the property of the Company remaining after the discharge of the debts and liabilities of the Company is insufficient to return such investment, each Member shall have no recourse against the Company, the other Members her or their affiliates, except as expressly provided hereinits conduct was unlawful; provided, howeverin the case of all of (i), (ii) and (iii), that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. In furtherance, and not in limitation of, the foregoing shall not relieve foregoing, notwithstanding any Member other provision of this Agreement to the contrary, any obligation or the Manager duty of care, including any fiduciary duty, other than the obligation to act in good faith in contract and the duty of care or duty of fair dealing loyalty, is eliminated to the Members that it may have hereunder or under fullest extent not prohibited by applicable law.