Common use of Exculpation Clause in Contracts

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the MembersMember, managersManagers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the MembersManagers, managersthe Member, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the MembersMember, managersManagers, or any other officers, directors, members (or stockholders), partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “"Covered Person” and " and, collectively, the “"Covered Persons”") shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none neither the Member nor the Managers, nor any of the Members, managers, or any other their respective officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives, representatives or agents of any of the foregoingagents, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in good faith in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the this Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managersincluding the Managing Member, nor any officer, director, stockholder, partner, member, employee, representative or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents agent of any of Member, including the foregoingManaging Member, nor any officer, employee, representative or agent of the Company or any of its Affiliates (individually, a “Covered Person” and and, collectively, the “Covered Persons”) nor any former Covered Person shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the this Agreement, provided a court of competent jurisdiction shall not have determined that such act or omission does not constitute constitutes fraud, willful misconduct, misconduct or bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managersManagers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managersManagers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none neither the Member nor the Managers, nor any of the Members, managers, or any other their respective officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives, representatives or agents of any of the foregoingagents, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in good faith in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the this Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, misconduct or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, faith or gross negligence.

Exculpation. Notwithstanding any other provisions provision of this Agreement, whether express expressed or implied, or any obligation or duty at law or in equity, none of the Membersno Member, managers, Director or any other officers, directors, stockholders, partners, employees, affiliates, representatives, consultants or agents of any of the foregoing, nor any officerand no Officer, employee, representative representative, consultant or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement Person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of the authority granted to conferred on such Covered Person by the this Agreement, provided except that a Covered Person shall be liable for any such act loss, damage or omission does not constitute claim incurred by reason of such Covered Person’s fraud, willful misconduct, bad faith, gross negligence or gross negligencewillful misconduct.

Exculpation. Notwithstanding any other provisions provision of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, Member or any other officers, directors, stockholders, managers, partners, employees, affiliates, representatives, representatives or agents of any of the foregoingMember, nor any Manager, officer, employee, representative or agent of the Company or any of its affiliates (individually, a “"Covered Person” and " and, collectively, the “"Covered Persons”") shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person in the reasonable belief that such act or omission is was in or is was not contrary to the best interests of the Company Company, and is was within the scope of authority granted to such Covered Person by this Agreement, the AgreementAct, the Member or the Managers, provided such act or omission does not constitute fraud, willful misconduct, bad faith, faith or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managersDirectors, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company or any of the respective Affiliates (individually, a “Covered Person” and and, collectively, the “Covered Persons”) nor any former Covered Person shall be liable to the Company or applicable Series or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company or applicable Series and is within the scope of authority granted to such Covered Person by the this Agreement, ; provided a court of competent jurisdiction shall not have determined that such act or omission does not constitute constitutes fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, faith or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the MembersMember, or any officers, directors, managers, or any other officers, directorsmembers, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoingMember, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement or otherwise granted to such Covered Person in accordance with the terms of this Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, to the maximum extent permitted under the Act, none of the Managing Member, the Members or any officers, directors, equityholders, partners, affiliates or representatives of the Members, managers, or nor any other officers, directors, stockholders, partners, employees, affiliates, representatives, affiliates or agents of any of the foregoing, nor any officer, employee, representative or agent representatives of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the AgreementPerson, provided such act or omission does not constitute fraud, willful misconduct, or bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding To the fullest extent allowable by law, notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managersany member, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative representative, manager or agent of the Company or any of its affiliates (individually, a “"Covered Person” " and collectively, the “"Covered Persons”") shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the MembersMember, managers, Managers or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managersDirectors, or any other officers, directors, stockholdersstockholder, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company or any of its Affiliates (individually, a “Covered Person” and and, collectively, the “Covered Persons”) nor any former Covered Person shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the this Agreement, provided a court of competent jurisdiction shall not have determined that such act or omission does not constitute constitutes fraud, willful misconduct, misconduct or bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or nor any other officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives, representatives or agents of any of the foregoingMembers, nor any officer, employee, representative or agent of the Company (individually, a “"Covered Person” and " and, collectively, the “"Covered Persons”") shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in good faith in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the this Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, misconduct or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “"Covered Person” " and collectively, the “"Covered Persons”") shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.. 6

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, to the maximum extent permitted under the Act, none of the Members or any officers, directors, equityholders, partners, affiliates or representatives of the Members, managersnor any Managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, affiliates or agents of any of the foregoing, nor any officer, employee, representative or agent representatives of the Company (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the AgreementPerson, provided such act or omission does not constitute fraud, willful misconduct, or bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, to the maximum extent permitted under the Act, none of the Members or any officers, directors, equityholders, partners, affiliates or representatives of the Members, managersnor any Managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, affiliates or agents of any of the foregoing, nor any officer, employee, representative or agent representatives of the Company (individually, a “"Covered Person” and " and, collectively, the “"Covered Persons”") shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the AgreementPerson, provided such act or omission does not constitute fraud, willful misconduct, or bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the MembersMember, managersManagers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “"Covered Person” and " and, collectively, the “"Covered Persons”") shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managersManagers, or any other officers, directors, stockholders, partners, employeesmembers, affiliates, representativesemployees, representatives or agents of any of the foregoing, or their affiliates, nor any officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and and, collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the this Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, faith or gross negligence.