Common use of Liability to the Fund Clause in Contracts

Liability to the Fund. To the greatest extent permitted by law, neither the Manager nor any director, officer, agent, employee, or owner of the Manager shall be liable, responsible, or accountable in damages or otherwise to the Fund or any Member for any action taken or failure to act on behalf of the Fund within the scope of the authority conferred on the Manager by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Manager shall not have any duties or liabilities, including fiduciary duties, to the Fund or any Member, except to the extent expressly provided in this Agreement, and all such duties or liabilities are hereby irrevocably expressly disclaimed and eliminated. The provisions of this Agreement, to the extent that they restrict or otherwise modify or eliminate the duties and liabilities, including fiduciary duties, of the Manager otherwise existing at law or in equity, are agreed by the Members to replace any such other duties or liabilities of the Manager.

Liability to the Fund. To the greatest extent permitted by law, neither the Manager Managers nor any director, officer, agent, employee, or owner of the Manager Managers shall be liable, responsible, or accountable in damages or otherwise to the Fund or any Member for any action taken or failure to act on behalf of the Fund within the scope of the authority conferred on the Manager Managers by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Manager Managers shall not have any duties or liabilities, including fiduciary duties, to the Fund or any Member, except to the extent expressly provided in this Agreement, and all such duties or liabilities are hereby irrevocably expressly disclaimed and eliminated. The provisions of this Agreement, to the extent that they restrict or otherwise modify or eliminate the duties and liabilities, including fiduciary duties, of the Manager Managers otherwise existing at law or in equity, are agreed by the Members to replace any such other duties or liabilities of the ManagerManagers.