No Liability to Partnership or Limited Partners. The General Partner shall be subject to all of the liabilities of a general partner specified in this Agreement and the Delaware Act; provided, that to the extent permitted by applicable law, neither the General Partner nor any of the General Partner’s direct or indirect owners, managers, members, partners, directors, officers, employees, agents or any of their respective Affiliates shall be liable to any Limited Partner or the Partnership for (a) any action taken or failure to act as General Partner, or on behalf of the General Partner, with respect to the Partnership unless such action taken or failure to act is a willful violation of a material law or willful violation of the material provisions of this Agreement and/or is fraudulent, grossly negligent or willfully malfeasant, (b) any action or inaction arising from reliance made in good faith upon the opinion or advice as to legal matters of legal counsel or as to accounting matters of accountants selected by any of them with reasonable care, in the absence of fraud or willful misconduct, or (c) the action or inaction of any agent, contractor or consultant selected and monitored by any of them with reasonable care, in the absence of fraud or willful misconduct.
No Liability to Partnership or Limited Partners. (a) None of the General Partner or any of its Affiliates, nor any direct or indirect shareholder, director, officer, partner, employee, agent, member, advisor or representative of the General Partner or any of its respective Affiliates, shall be liable to any Limited Partner or the Partnership for:
No Liability to Partnership or Limited Partners. No Covered Party shall be liable to the Partnership or any Partner for any action taken, or failure to act, on behalf of the Partnership (or on behalf of the General Partner with respect to the Partnership) if such Covered Party (a) acted honestly and in good faith with a view to the best interests of the Partnership, or, as the case may be, to the best interests of the other entity for which the Covered Party acted as director, officer, employee, agent, or in a similar capacity at the request of the General Partner for the benefit of the Partnership; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Covered Party had reasonable grounds for believing that the Covered Party’s conduct was lawful. In addition, any Covered Party who has delegated to any other Person (other than to another Covered Party) any part of its functions (including participating in the management of or rendering professional advice or other services in respect of any Program Asset) shall not be liable, responsible, or accountable in damages or otherwise to the Partnership or to any Partner for any loss incurred or suffered by reason of any action by such other Person unless the delegating Covered Party did not (x) act honestly and in good faith with a view to the best interests of the Partnership, or, as the case may be, to the best interests of the other entity for which the Covered Party acted as director, officer, employee, agent, or in a similar capacity at the request of the General Partner for the benefit of the Partnership; and (y) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, have reasonable grounds for believing that the Covered Party’s conduct was lawful with respect to such delegation. For the avoidance of doubt, nothing in the immediately preceding sentence shall be deemed to prevent the Partnership or the General Partner from asserting a cause of action against the delegate of a Covered Party for any loss caused by the action, or failure to act, of such delegate and the General Partner shall cause the Partnership to effectively pursue any such cause of action to the extent it would be in the reasonable best interests of the Partnership to do so.
No Liability to Partnership or Limited Partners. None of the General Partner or any of its Affiliates, nor any of its or its Affiliates' respective current or former shareholders, directors, officers, partners, agents, consultants or employees shall be liable to any Limited Partner or the Partnership for any action taken or failure to act as General Partner, or on behalf of the General Partner, with respect to the Partnership which does not constitute or result from fraud, willful misconduct, gross negligence or bad faith. The General Partner shall hold the benefit of this Section 11.4 for the benefit of itself, its Affiliates and all of its and its Affiliates' respective current or former shareholders, directors, officers, partners, agents, consultants and employees.
No Liability to Partnership or Limited Partners. To the extent permitted by applicable law, neither the General Partner nor any of its agents or Affiliates shall be liable to any Limited Partner or the Partnership for (a) any action taken or failure to act as general partner, or on behalf of the General Partner, with respect to the Partnership unless such action taken or failure to act is a willful violation of the material provisions of this Agreement and/or is fraudulent, grossly negligent or willfully malfeasant, (b) any action or inaction arising from reliance made in good faith upon the opinion or advice as to legal matters of legal counsel or as to accounting matters of accountants selected by any of them with reasonable care, in the absence of fraud, gross negligence or willful misconduct, or (c) the action or inaction of any agent, contractor or consultant selected and monitored by any of them with reasonable care, in the absence of fraud, gross negligence or willful misconduct.
No Liability to Partnership or Limited Partners. To the maximum extent not prohibited by applicable law, none of the General Partner, the Manager, the external members of the Investment Committee or any shareholder, partner, director, officer, employee, representative or Affiliate of the General Partner or the Manager (or any of their respective shareholders, partners, directors, officers, employees, representatives or Affiliates), shall be liable to any Limited Partner or the Partnership for (a) any action taken, or failure to act, as the General Partner or the Manager or on behalf of the General Partner or the Manager, with respect to the Partnership or the Parallel Fund unless and only to the extent that such action taken or failure to act constitutes (i) a material breach of the provisions of this Agreement or the Management Agreement, (ii) a breach of applicable law or regulation in each case having a material adverse effect on the operations or the reputation of the Partnership or (iii) fraud (dol), gross negligence (faute intentionnelle) or wilful misconduct (faute lourde) by such Person,
No Liability to Partnership or Limited Partners. Neither the ----------------------------------------------- General Partner nor any of its members, owners, managers, directors, officers, employees, agents or any of their respective Affiliates shall be liable to any Limited Partner or the Partnership for (a) any action taken or failure to act as General Partner, or on behalf of the General Partner, with respect to the Partnership which is not a willful violation of material law, which is not a breach of the material provisions of this Agreement and which is not fraudulent, in bad faith, grossly negligent or willfully malfeasant, (b) any action or inaction arising from reliance upon the opinion or advice as to legal matters of legal counsel or as to accounting matters of accountants selected by any of them with reasonable care or (c) the action or inaction of any agent, contractor or consultant selected and monitored by any of them with reasonable care.
