Exculpation Exclusion Event definition

Exculpation Exclusion Event means, with respect to the relevant GP Covered Person, any conduct or lack of conduct in relation to the activities of the Fund that constitutes any of the following:
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Exculpation Exclusion Event means, with respect to the relevant GP Covered Person, any conduct or lack of conduct in relation to the activities of the Fund that constitutes any of the following: fraud, bad faith or willful misconduct; gross negligence or reckless disregard; a breach of any of the terms of this Agreement, including a breach of Section 20.5 (Standard of Care), or any other Fund Document; a violation of any laws, regulations, judgments, orders or other legally enforceable actions, domestic, foreign or multinational, or any other conduct described in clause (iv) or clause (v) of the definition of “Removal Conduct”; or any and all matters based upon, arising out of or otherwise with respect to any Proceeding between or among GP Covered Persons or Interested Persons.
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Examples of Exculpation Exclusion Event in a sentence

  • No GP Covered Person shall be liable to the Fund or any Partner for any losses, claims, demands, actions, judgments, arbitral decisions, orders, fines, penalties or liability of any nature, including reasonable attorneys’ fees, out-of-pocket expenses and court costs (“Damages”) suffered or incurred by the Fund or any Partner, except to the extent that any such Damages are based upon, arise out of or otherwise are in connection with any Exculpation Exclusion Event.

Related to Exculpation Exclusion Event

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Section 510(b) Claim means any Claim against the Debtors arising from rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.