Common use of Exculpation Clause in Contracts

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. No To the fullest extent permitted by applicable law, no Covered Person shall be liable or accountable in damages or otherwise to the Company or to any other Covered Person Member for any loss, damage loss or claim incurred by reason of liability arising from any act or omission performed or omitted by of such Covered Person in good faith on behalf of relating to the Company unless, and in a manner believed only to be within the scope of authority conferred on extent that, such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage act or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreementomission constituted fraud.

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such the Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this AgreementCompany, except that a the Covered Person shall be liable for any such loss, damage or claim incurred if a final adjudication by reason a court of such competent jurisdiction establishes that the Covered Person derived an improper personal benefit from the transaction or the Covered Person’s gross negligenceacts or omissions involved intentional misconduct, willful misconduct fraud or willful breach a knowing violation of this Agreementthe law and was material to the cause of action.

Exculpation. (i) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. 8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person Member for any loss, damage or claim incurred by reason of any act or omission performed taken or omitted suffered by such Covered Person in good faith on behalf and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and in a manner believed to be is within the scope of authority conferred on granted to such Covered Person by this Agreement, except provided that a Covered Person shall be liable for any such loss, damage act or claim incurred omission is not in violation of this Agreement and does not constitute Disabling Conduct by reason of such the Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. 17.1.1 No Covered Person shall be liable to the Company LLC or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company LLC and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. 13.3.1 No Covered Person shall be liable to the Company LLC or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company LLC and in a manner believed to be reasonably within the scope of authority conferred on such Covered Person by this AgreementAgreement or otherwise, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence' fraud, willful misconduct or willful breach of this Agreementgross negligence.

Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person Member for any loss, damage or claim incurred by reason of any act or omission performed taken or omitted suffered by such Covered Person in good faith on behalf and in the reasonable belief that such act or omission is in or is not contrary to the best interest of the Company and in a manner believed to be is within the scope of authority conferred on granted to such Covered Person by this Agreement; provided, except however, that a Covered Person shall be liable for any such loss, damage act or claim incurred omission is not in violation of this Agreement and does not constitute Disabling Conduct by reason of such the Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. No To the fullest extent permitted by applicable Law, no Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s fraud, gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. No Covered Person shall be liable to the Company Company, the Members or Representatives or any other Covered Person person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person person or entity bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such the gross negligence or willful misconduct of that Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. (i) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreementbad faith.

Exculpation. No To the fullest extent permitted by applicable Law, no Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct fraud or willful breach of this Agreementmisconduct.

Exculpation. No Covered Person shall be liable liable, in damages or otherwise, to the Company or any other Covered Person its Members for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of pursuant to authority granted by this Agreement except to the Company and in a manner believed to be within the scope of authority conferred on extent such Covered Person by this Agreement, except that a Covered Person shall be liable fails to meet the standard for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreementindemnification set forth in Section 6.5(a).

Exculpation. 12.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred Member by reason of any act or omission performed or omitted to be performed by such Covered Person in good faith on behalf connection with the business of the Company and Company; provided that such act or omission was taken in a manner good faith, was reasonably believed by such Covered Person to be within the scope of authority conferred on such Covered Person by Person’s authority under this Agreement, except that a Covered Person shall be liable for any such lossand did not constitute fraud, damage bad faith, willful misconduct, willful neglect or claim incurred by reason gross negligence on behalf of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. No Covered Person shall be liable liable, in damages or otherwise, to the Company or any other Covered Person its Members for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of pursuant to authority granted by this Agreement except to the Company and in a manner believed to be within the scope of authority conferred on extent such Covered Person by this Agreement, except that a Covered Person shall be liable fails to meet the standard for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreementindemnification set forth in Section 6.12(a).

Exculpation. 8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company in a manner he or she believes in good faith to be in the best interests of the Company and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. No Covered Person shall be liable to the Company, any Company Subsidiary or any other Covered Person for any loss, damage or claim Loss incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be or any Company Subsidiary within the scope of authority conferred on such the Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim Loss incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. 1. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within in, or not opposed to, the scope best interests of authority conferred on such Covered Person by this Agreementthe Company, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. a. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. XII.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person Member for any loss, damage or claim incurred by reason of any act or omission performed taken or omitted suffered by such Covered Person in good faith on behalf and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and in a manner believed to be is within the scope of authority conferred on granted to such Covered Person by this Agreement; provided, except however, that a Covered Person shall be liable for any such loss, damage act or claim incurred omission is not in violation of this Agreement and does not constitute Disabling Conduct by reason of such the Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. i. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreementbad faith.

Exculpation. 8.2.1 No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. (i) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this LLC Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. (85) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person Member or Unit Holder for any loss, damage or claim incurred by reason of any act or omission performed taken or omitted suffered by such Covered Person in good faith on behalf and in the reasonable belief that such act or omission is in or is not contrary to the best interest of the Company and in a manner believed to be is within the scope of authority conferred on granted to such Covered Person by this Agreement; provided, except however, that a Covered Person shall be liable for any such loss, damage act or claim incurred omission does not violate this Agreement nor constitute Disabling Conduct by reason of such the Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct, provided nothing herein shall relieve any Covered Person from its obligations under any agreement between the Covered Person and the Company or any agreement between Covered Persons.

Exculpation. (a) No Covered Person shall be liable ------------ to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful wilful misconduct or willful breach of this AgreementSection 12.02.

Exculpation. (i) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by or pursuant to this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct negligence or willful breach misconduct. Table of this Agreement.Contents

Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission Table of Contents performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. No 12.2.1 Except as provided in Section 6.6.1 hereof, no Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, 's willful misconduct or willful breach of this Agreementmisconduct.

Exculpation. No Covered Person shall be liable to ----------- the Company or any other Covered Person Member for any loss, damage or claim Damages incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company unless such act or omission was performed or omitted in bad faith and not in good faith reliance on the advice of the Company's legal, accounting or other professional advisors, or, as to a manner believed Managing Director constituted Cause, or as to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, Member constituted willful misconduct or willful breach of this Agreementgross negligence.

Exculpation. (a) No Covered Person shall be liable to the Company or to any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct negligence or willful breach of this Agreementmisconduct.

Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence, willful misconduct bad faith or willful breach of this Agreementmisconduct.

Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreementas set forth in Section 14.4.