Common use of Standard of Care; Exculpation Clause in Contracts

Standard of Care; Exculpation. None of the Litigation Trust Advisory Board, its members, designees or professionals, nor any of their duly designated agents or representatives, shall be liable for the act or omission of any other member, designee, professional, agent or representative of the Litigation Trust Advisory Board, nor shall the Litigation Trust Advisory Board or any of its members be liable for any act or omission taken or omitted to be taken by the Litigation Trust Advisory Board, except in the event that there is a Final Order of a court of competent jurisdiction determining that the Litigation Trust Advisory Board or any of its members committed fraud, self-dealing, intentional misrepresentation, gross negligence, or willful misconduct. The Litigation Trust Advisory Board and each of its members may, in connection with the performance of its functions, and in its sole and absolute discretion, consult with its attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in good faith in accordance with advice or opinions rendered by such Persons. Notwithstanding such authority, neither the Litigation Trust Advisory Board nor any of its members shall be under any obligation to consult with its attorneys, accountants, financial advisors or agents, and its good faith determination not to do so shall not result in the imposition of liability on the Litigation Trust Advisory Board or, as applicable, its members or designees, unless such determination is based on gross negligence, recklessness, willful misconduct, or knowing violation of law.

Standard of Care; Exculpation. None of the Litigation GUC Trust Advisory BoardBeneficiary Committee, its members, designees or professionals, nor or any of their duly designated agents or representatives, shall be liable for the act or omission of any other member, designee, professional, agent or representative of the Litigation GUC Trust Advisory BoardBeneficiary Committee, nor shall the Litigation GUC Trust Advisory Board Beneficiary Committee or any of its members be liable for any act or omission taken or omitted to be taken by the Litigation GUC Trust Advisory BoardBeneficiary Committee in good faith, except in other than acts or omissions resulting from the event that there is a Final Order of a court of competent jurisdiction determining that the Litigation GUC Trust Advisory Board or any of its members committed fraud, self-dealing, intentional misrepresentation, Beneficiary Committee's own gross negligence, or recklessness, willful misconduct, breach of fiduciary duty or knowing violation of law. The Litigation GUC Trust Advisory Board Beneficiary Committee and each of its members may, in connection with the performance of its functions, and in its sole and absolute discretion, consult with its attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in good faith in accordance with advice or opinions rendered by such Persons. Notwithstanding such authority, neither the Litigation GUC Trust Advisory Board Beneficiary Committee nor any of its members shall be under any obligation to consult with its attorneys, accountants, financial advisors or agents, and its good faith determination not to do so shall not result in the imposition of liability on the Litigation GUC Trust Advisory Board Beneficiary Committee or, as applicable, its members or designees, unless such determination is based on gross negligence, recklessness, willful misconduct, breach of fiduciary duty or knowing violation of law.

Standard of Care; Exculpation. None (a) To the fullest extent permitted by applicable law, none of the Litigation Trust Advisory BoardTrustee or their respective directors, its shareholders, officers, employees, agents, attorneys, affiliates, members, designees advisors or other professionals, nor any of their duly designated agents or representatives, shall be liable for any damages arising out of the act creation, operation or omission of any other member, designee, professional, agent or representative termination of the Litigation Trust Advisory BoardTrust, nor shall the Litigation Trust Advisory Board or any of its members be liable for any act or omission including actions taken or omitted in fulfillment of duties with respect to be taken by the Litigation Trust Advisory BoardTrust, except in the event that there is case of such Entity’s gross negligence, willful misconduct, intentional fraud, or knowing violation of law as determined by a Final Order Order; provided, that in no event will any such Entity be liable for indirect, punitive, incidental, exemplary, consequential or special damages (including but not limited to lost profits) under any circumstances. In performing its duties under this Agreement, the Litigation Trustee shall have no liability for any action taken in accordance with the advice of a court of competent jurisdiction determining counsel, accountants, appraisers and other professionals retained by the Litigation Trustee or the Litigation Trust; provided, that the Litigation Trust Advisory Board or any of its members committed fraud, self-dealing, intentional misrepresentation, gross negligence, or willful misconduct. The Litigation Trust Advisory Board and each of its members may, in connection with the performance of its functions, and in its sole and absolute discretion, consult with its attorneys, accountants, financial advisors and agents, and Trustee shall not be liable for any act taken, omitted to be taken, or suffered to be done in good faith in accordance with advice or opinions rendered by such Persons. Notwithstanding such authority, neither the Litigation Trust Advisory Board nor any of its members shall be under any obligation to consult with its attorneys, accountants, financial advisors advisors, or agents, and its a good faith determination not to do so consult with attorneys, accountants, financial advisors, or other agents shall not result in the imposition of liability on the Litigation Trustee. None of the provisions of this Litigation Trust Advisory Board orAgreement shall require the Litigation Trustee to expend or risk their own funds or otherwise incur personal financial liability in the performance of any of their duties hereunder or in the exercise of any of their rights and powers. Notwithstanding the foregoing, as applicable, its members nothing in this Section 6.1 shall relieve the Litigation Trustee from any liability for any actions or designees, unless such determination is based on omissions arising out of their gross negligence, recklessness, willful misconduct, intentional fraud, or knowing violation of law; provided that in no event will the Litigation Trustee be liable for indirect, punitive, incidental, exemplary, consequential, or special damages (including but not limited to lost profits) under any circumstances. (b) Except as provided herein, nothing contained in this Litigation Trust Agreement, the Plan or the Confirmation Order shall be deemed to be an assumption by the Litigation Trustee of any of the liabilities, obligations or duties of the Debtors or shall be deemed to be or contain a covenant or agreement by the Litigation Trustee to assume or accept any such liability, obligation, or duty. The Litigation Trustee expressly confirms that he or she owes no duty or obligation to the Post-Effective Date Debtors in any respects.

Standard of Care; Exculpation. None To the fullest extent permitted by law, neither the Liquidation Trustee nor the Delaware Trustee, nor any of the Litigation Trust Advisory Board, its their respective members, designees designees, or professionals, nor any of their duly designated agents or representatives, shall be liable liable, responsible, or accountable in damages or otherwise for the act any loss, damage, or omission claim incurred by reason of any other member, designee, professional, agent or representative of the Litigation Trust Advisory Board, nor shall the Litigation Trust Advisory Board or any of its members be liable for any act or omission taken or omitted to be taken by the Litigation Trust Advisory Boardother Trustee or such Trustee’s agents or representatives, except nor shall the Liquidation Trustee or the Delaware Trustee be liable, responsible, or accountable in the event that there is a Final Order damages or otherwise for any loss, damage, or claim incurred by reason of a court of competent jurisdiction determining that the Litigation Trust Advisory Board any act or any of its members committed fraudomission taken or omitted to be taken by either such Trustee in good faith other than acts or omissions resulting from each such Trustee’s own bad faith, self-dealing, intentional misrepresentationwillful misconduct, gross negligence, or willful misconductknowing violation of law. The Litigation Trust Advisory Board Each of the Liquidation Trustee and the Delaware Trustee and each of its their respective members may, in connection with the performance of its their respective functions, and in its each of their sole and absolute discretion, consult with its their respective attorneys, accountants, financial advisors advisors, and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in good faith in accordance with advice or opinions rendered by such Persons. Notwithstanding such authority, neither the Litigation Trust Advisory Board Liquidation Trustee nor the Delaware Trustee nor any of its their respective members shall be under any obligation to consult with its their respective attorneys, accountants, financial advisors advisors, or agents, and its the good faith determination not to do so shall not result in the imposition of liability on either of the Litigation Trust Advisory Board Liquidation Trustee or the Delaware Trustee or, as applicable, its their respective members or designees, unless such determination is based on gross negligence, recklessnessbad faith, willful misconduct, gross negligence, or knowing violation of law.

Standard of Care; Exculpation. None To the fullest extent permitted by law, neither the SCC Litigation Trustee nor the Delaware Trustee, nor any of the Litigation Trust Advisory Board, its their respective members, designees or professionals, nor any of their duly designated agents or representatives, shall be liable liable, responsible, or accountable in damages or otherwise for the act any loss, damage, or omission claim incurred by reason of any other member, designee, professional, agent or representative of the Litigation Trust Advisory Board, nor shall the Litigation Trust Advisory Board or any of its members be liable for any act or omission taken or omitted to be taken by the other Trustee or such Trustee’s agents or representatives, nor shall the SCC Litigation Trust Advisory BoardTrustee or the Delaware Trustee be liable, except responsible, or accountable in the event that there is a Final Order damages or otherwise for any loss, damage, or claim incurred by reason of a court of competent jurisdiction determining that the Litigation Trust Advisory Board any act or any of its members committed fraudomission taken or omitted to be taken by either such Trustee in good faith other than acts or omissions resulting from each such Trustee’s own bad faith, self-dealing, intentional misrepresentationwillful misconduct, gross negligence, negligence or willful misconductknowing violation of law. The Each of the SCC Litigation Trust Advisory Board Trustee and the Delaware Trustee and each of its their respective members may, in connection with the performance of its their respective functions, and in its each of their sole and absolute discretion, consult with its their respective attorneys, accountants, financial advisors advisors, and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in good faith in accordance with advice or opinions rendered by such Persons. Notwithstanding such authority, neither the SCC Litigation Trust Advisory Board Trustee nor the Delaware Trustee nor any of its their respective members shall be under any obligation to consult with its their respective attorneys, accountants, financial advisors advisors, or agents, and its the good faith determination not to do so shall not result in the imposition of liability on either of the SCC Litigation Trust Advisory Board Trustee or the Delaware Trustee or, as applicable, its their respective members or designees, unless such determination is based on gross negligence, recklessnessbad faith, willful misconduct, gross negligence, or knowing violation of law.

Standard of Care; Exculpation. None To the fullest extent permitted by law, none of the SCC Litigation Trust Advisory Board, its members, designees or professionals, nor any of their duly designated agents or representatives, shall be liable liable, responsible, or accountable in damages or otherwise for the any loss, damage, or claim incurred by reason of any act or omission of taken or omitted to be taken by any other member, designee, professional, agent or representative of the SCC Litigation Trust Advisory Board, nor shall the SCC Litigation Trust Advisory Board or any of its members be liable liable, responsible, or accountable in damages or otherwise for any loss, damage, or claim incurred by reason of any act or omission taken or omitted to be taken by the SCC Litigation Trust Advisory BoardBoard in good faith, except in other than acts or omissions resulting from the event that there is a Final Order of a court of competent jurisdiction determining that the SCC Litigation Trust Advisory Board or any of its members committed fraudBoard’s bad faith, self-dealing, intentional misrepresentationwillful misconduct, gross negligence, or willful misconductknowing violation of law. The SCC Litigation Trust Advisory Board and each of its members may, in connection with the performance of its their respective functions, and in its each of their sole and absolute discretion, consult with its attorneys, accountants, financial advisors advisors, and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in good faith in accordance with advice or opinions rendered by such Persons. Notwithstanding such authority, neither the SCC Litigation Trust Advisory Board nor any of its members shall be under any obligation to consult with its their respective attorneys, accountants, financial advisors or agents, and its good faith determination not to do so shall not result in the imposition of liability on the SCC Litigation Trust Advisory Board or, as applicable, its members or designees, unless DRAFT PROPOSED BY THE DEBTOR such determination is based on gross negligence, recklessnessbad faith, willful misconduct, gross negligence, or knowing violation of law.