Common use of Duty of Care Clause in Contracts

Duty of Care. (a) The Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.

Appears in 25 contracts

Samples: Limited Liability Company Agreement (PNC Long-Short Fund LLC), Limited Liability Company Agreement (PNC Long-Short TEDI Fund LLC), Limited Liability Company Agreement (Mercantile Absolute Return Fund LLC)

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Duty of Care. (a) The Manager and Directors No Director or officer of the Company shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreementto the Company as a Director, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager Director or Director officer constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s Director's or Director’s officer's office.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (BlackRock Preferred Partners LLC), Limited Liability Company Agreement (BlackRock Preferred Partners LLC), Limited Liability Company Agreement (BlackRock Alternatives Allocation FB TEI Portfolio LLC)

Duty of Care. (a) The A Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreementhis or her duties, or otherwise in his or her capacity as a Manager, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct performance of such Manager’s his or Director’s officeher duties to the Company.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Mount Yale Opportunity Fund, LLC), Limited Liability Company Agreement (Old Mutual 2100 Emerging Managers Master Fund, L.L.C.), Limited Liability Company Agreement (Robeco-Sage Triton Master Fund, L.L.C.)

Duty of Care. (a) The A Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Ramius IDF LLC), Limited Liability Company Agreement (Ramius IDF Master Fund LLC), Limited Liability Company Agreement (Man FRM Alternative Multi-Strategy Fund LLC)

Duty of Care. (a) The Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s 's or Director’s 's office.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Mercantile Small Cap Manager Fund LLC), Limited Liability Company Agreement (Mercantile Alternative Strategies Fund LLC), Limited Liability Company Agreement (Mercantile Alternative Strategies Fund LLC)

Duty of Care. (a) The Manager and Directors shall not be liable to the Company Master Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Mercantile Long-Short Manager Master Fund LLC), Limited Liability Company Agreement (PNC Alternative Strategies Master Fund LLC), Limited Liability Company Agreement (PNC Long-Short Master Fund LLC)

Duty of Care. (a) The Manager and Directors To the fullest extent permitted by law, no Director or officer of the Company shall not be liable to the Company or to any of its Members Shareholders for any loss or damage occasioned by any act or omission in the performance of their his or her services under this AgreementAgreement (or any predecessor agreement hereto), unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is directly and solely due to an act or omission of such Manager Director or Director officer constituting willful misfeasance, bad faith, faith or gross negligence of the duties involved in the conduct of such ManagerDirector’s or Directorofficer’s office.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Skybridge Diversified Hedge Fund Portfolio, LLC), Limited Liability Company Agreement (Skybridge G II Fund, LLC), Limited Liability Company Agreement (Skybridge G II Fund, LLC)

Duty of Care. (a) The Manager and Directors A Director shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (Te), LLC), Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (Ti 2), LLC), Limited Liability Company Agreement (Phoenix LJH Advisors Fund LLC)

Duty of Care. (a) The A Manager and Directors shall not be liable to the Company Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their the Manager’s services under this Agreement, unless it shall be determined by final judicial decision in a court of competent jurisdiction on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director person constituting willful misfeasance, bad faith, gross negligence, or gross negligence reckless disregard of the duties involved in the conduct of such Manager’s office or Director’s officeas otherwise required by law.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (Rochdale Structured Claims Fixed Income Fund LLC), Limited Liability Company Operating Agreement (Rochdale High Yield Advances Fund LLC), Limited Liability Company Operating Agreement (Rochdale Alternative Total Return Fund LLC)

Duty of Care. (a) The A Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Whistler Fund LLC), Limited Liability Company Agreement (Xanthus Fund LLC)

Duty of Care. (a) The Manager and Directors A Director or Officer shall not be liable to the Company Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager Director or Director Officer constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such ManagerDirector’s or DirectorOfficer’s office.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (W), LLC), Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (Ti 2), LLC)

Duty of Care. (a) The Manager and Directors No Director or officer of the Company shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreementto the Company as a Director, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager Director or Director officer constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such ManagerDirector’s or Directorofficer’s office.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Zea Capital Fund LLC), Limited Liability Company Agreement (Zea Capital Fund LLC)

Duty of Care. (a) The Manager and Directors No Director or officer of the Company shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his, her or its services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager Director or Director officer constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s Director's or Director’s officer's office.

Appears in 1 contract

Samples: Operating Agreement (Ing Clarion Investors LLC)

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Duty of Care. (a) The Manager and Directors No Director or officer of the Company shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager Director or Director officer constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s Director's or Director’s officer's office.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Multi-Strategy Hedge Opportunities LLC)

Duty of Care. (a) The Manager and Directors each Director shall not be liable to the Company Portfolio or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision of court o competent jurisdiction on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Growth Capital TEI Portfolio, LLC)

Duty of Care. (a) The Manager and Directors shall not be liable to the Company Master Portfolio or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Growth Capital Master Portfolio, LLC)

Duty of Care. (a) The A Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s office.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Susa Registered Fund, L.L.C.)

Duty of Care. (a) The Manager and Directors A Director or Officer shall not be liable to the Company Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager Director or Director Officer constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such ManagerDirector’s or DirectorOfficer’s office.. Limited Liability Company Agreement

Appears in 1 contract

Samples: Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (Ti 1), LLC)

Duty of Care. (a) The Manager and Directors each Director shall not be liable to the Company Master Portfolio or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision of a court of competent jurisdiction on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Growth Capital Master Portfolio, LLC)

Duty of Care. (a) The A Manager and Directors shall not be liable to the Company Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Chartist Fund, LLC)

Duty of Care. (a) The Manager and Directors shall not be liable to the Company Portfolio or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s 's or Director’s 's office.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Growth Capital Portfolio, LLC)

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