Common use of Limitation of Liability. Exculpation Clause in Contracts

Limitation of Liability. Exculpation. (a) No (i) Director or Member of the Company, nor any of their respective Subsidiaries or Affiliates nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “Representative”), nor (iii) any of their heirs, executors, successors and assigns, shall be liable to the Company or any Member for any act or omission by such individual or entity in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors (or any former Director), by reason of his or her status as Director (or former Director), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations of the Company, any other Member or former Member or any other Director or former Director, (ii) the repayment of any Capital Contribution of any Member (other than himself) or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director). To the extent any portion of this Section 4.7 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control with respect to the matters set forth therein.

Limitation of Liability. Exculpation. (a) No (i) Director Manager or Member of the Company, nor any of their respective Subsidiaries or Affiliates nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “"Representative”"), nor (iii) any of their heirs, executors, successors and assignsassigns ((i), (i) and (iii), each, an "Indemnitee"), shall be liable to the Company or any Member for any act or omission by such individual or entity Indemnitee in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors Manager (or any former DirectorManager), by reason of his or her its status as Director Manager (or former DirectorManager), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations of the Company, any other Member or former Member Company (or any other Director Manager or former DirectorManager), (ii) the repayment of any Capital Contribution of any Member (other than himself) Manager or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director)Manager. To the extent any portion of this Section 4.7 4.15 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control with respect to the matters set forth therein.

Limitation of Liability. Exculpation. (a) No (i) Director Manager or Member of the Company, nor any of their respective Subsidiaries or Affiliates nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “Representative”), nor (iii) any of their heirs, executors, successors and assignsassigns ((i), (i) and (iii), each, an “Indemnitee”), shall be liable to the Company or any Member for any act or omission by such individual or entity Indemnitee in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors Manager (or any former DirectorManager), by reason of his or her its status as Director Manager (or former DirectorManager), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations of the Company, any other Member or former Member Company (or any other Director Manager or former DirectorManager), (ii) the repayment of any Capital Contribution of any Member (other than himself) Manager or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director)Manager. To the extent any portion of this Section 4.7 4.15 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control with respect to the matters set forth therein.