Liability Exculpation and Indemnification. Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.
Liability Exculpation and Indemnification. 26 Section 10.1. Liability.............................................26 Section 10.2. Exculpation...........................................27 Section 10.3. Indemnification.......................................27 Section 10.4. Expenses..............................................27
Liability Exculpation and Indemnification. Section 11.1 Liability.................................. 27 Section 11.2 Exculpation................................ 27 Section 11.3
Liability Exculpation and Indemnification. Section 9.1 Liability. 14 Section 9.2 Exculpation. 14 Section 9.3 Fiduciary Duty. 14 Section 9.4 Indemnification. 14 Section 9.5 Expenses. 14 Section 9.6 Severability. 15
Liability Exculpation and Indemnification. (a) No Covered Person shall be liable to the Company, the Partnership or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company or the Partnership and in a manner reasonably believed by the Covered Person to be within the scope of authority conferred on such Covered Person by the Act or this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct.
(b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company, the records of the Partnership, and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.
(c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the Partnership, or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company, the Partnership or to any other Covered Person for its good faith reliance on the provisions this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.
(d) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company or on behalf of the Partnership and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct with respect ...
Liability Exculpation and Indemnification. 24 12.1 LIABILITY............................................................................................24 12.2 EXCULPATION..........................................................................................24 12.3 INDEMNIFICATION......................................................................................25 SECTION 13.......................................................................................................27 TRANSFER OF UNITS; WITHDRAWAL,...................................................................................27
Liability Exculpation and Indemnification. Liability 10 4.2 Exculpation 11 4.3 Indemnification 11 4.4 Agreements for Covered Persons 13
Liability Exculpation and Indemnification. Liability 9 4.2 Exculpation 10
Liability Exculpation and Indemnification. 25 12.1 LIABILITY............................................................................................25 12.2 EXCULPATION..........................................................................................25 12.3 INDEMNIFICATION......................................................................................27 SECTION 13.......................................................................................................28 TRANSFER OF PERCENTAGE INTERESTS; WITHDRAWAL,....................................................................28
Liability Exculpation and Indemnification. 24 Section 12.1 LIABILITY..............................................24 Section 12.2 EXCULPATION............................................24 Section 12.3 INDEMNIFICATION........................................24 Section 12.4 EXPENSES...............................................25 Section 12.5 INSURANCE..............................................25 Section 12.6 OUTSIDE BUSINESSES.....................................25
