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, neither the Member, nor any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of the Member, 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 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 contemplated hereby or thereby) taken or omitted by a Covered Person in good faith reliance on the provisions of this Agreement, provided such act or omission does not constitute willful misconduct, gross negligence, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the Member, nor or any officers, directors, stockholders, partners, members, managers, employees, affiliatesrepresentatives, representatives or agents of the Member, nor any Manager of the Company, nor any officer, employee, representative 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 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 document, or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in good faith reliance on the provisions of this AgreementPerson, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the Member, nor or any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of any of the Member, 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 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 reliance on the provisions reasonable belief that such act or omission is in or is not contrary to the best interests of this 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, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the Member, nor any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of the Member, 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 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 contemplated hereby or thereby) taken or omitted by a Covered Person in good faith reliance on in the provisions 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, provided such act or omission does not constitute fraud, willful misconduct, misconduct or gross negligence, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the Member, nor or any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of any of the Member, 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 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 reliance on the provisions reasonable belief that such act or omission is in or is not contrary to the best interests of this 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, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this the Operating Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the none of any Manager, any Member, nor or any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of either of the Memberforegoing, 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 for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Operating Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in good faith reliance on the provisions reasonable belief that such act or omission is in or is not contrary to the best interests of this the Company and is within the scope of authority granted to such Covered Person by the Operating Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Member, nor any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of the Member, nor or 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 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 reliance on the provisions reasonable belief that such act or omission is in or is not contrary to the best interests of this 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, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the Member, nor or any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of any of the Memberforegoing, 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 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 reliance on the provisions of this AgreementPerson, provided such act or omission does not constitute fraud, willful misconduct, misconduct or gross negligence, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the MemberMembers, nor or any officers, directors, stockholders, partners, members, managers, employees, affiliatesrepresentatives, representatives consultants or agents of any of the MemberMembers, nor any officer, employee, representative representative, consultant 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 Person for any act or omission (in relation relating to the Company, its property or Company and the conduct of its business or affairsbusiness, this Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in good faith reliance on the provisions reasonable belief that such act or omission was in or was not contrary to the best interests of this Agreement, the Company; provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the Member, nor or any officers, directors, stockholders, partners, members, managers, . employees, affiliates, representatives or agents of any of the Member, 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 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 reliance on the provisions reasonable belief that such act or omission is in or is not contrary to the best interests of this 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, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this the Operating Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the none of any Manager, any Member, nor or any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of either of the Memberforegoing, 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 for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Operating Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in good faith reliance on the provisions reasonable belief that such act or omission is in or is not contrary to the best interests of this the Company and is within the scope of authority granted to such Covered Person by the Operating Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the MemberMember(s), nor any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of any of the MemberMember(s), 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 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 reliance on the provisions reasonable belief that such act or omission is in or is not contrary to the best interests of this 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, or a knowing violation of law.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the MemberMembers, nor any officers, directors, stockholders, partners, members, managers, employees, affiliatesAffiliates, representatives or agents of the any Member, nor any Director, officer, employee, representative or agent of the Company Group (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company Group or any other person for any act or omission (in relation to the CompanyGroup, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted by a Covered Person in good faith reliance on in the provisions reasonable belief that such act or omission is or is not contrary to the best interests of Group and is within the scope of authority granted to such Covered Person by this Agreement, provided such act or omission does not constitute fraud, willful misconduct, gross negligence, a breach of any fiduciary duty such Covered Person may owe to Group or the Members or a knowing bad faith violation of lawthe implied contractual covenant of good faith and fair dealing.

Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither none of the Member, nor any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of the Member, 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 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 contemplated hereby or thereby) taken or omitted by a Covered Person in good faith reliance on in the provisions 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, ; provided such act or omission does not constitute fraud, willful misconduct, misconduct or gross negligence, or a knowing violation of law.