Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. (a) There are potential conflicts of interest involved in the operation of the Fund, including but not limited to: (i) competing demands for management resources of Ridgewood and other Affiliates; (ii) conflicts between the interests of Ridgewood and its Affiliates in receiving compensation from the Fund for investment activities, operating activities, and divestitures, as well as reimbursement for expenses, and the interests of the Investors; (iii) conflicts relating to the allocation of costs and expenses among Ridgewood's other investment programs; (iv) conflicts arising from the fact that Ridgewood will not make a capital contribution in respect of its interest as such in the Fund and that the Investors will supply all of the capital of the Fund; (v) conflicts caused by the fact that Ridgewood shares in gains realized from the Projects but does not share in losses realized on such projects; (vi) conflicts caused by the fact that Ridgewood has broad discretion to determine distributions, allocations of profit and loss and other items and that the entitlements of Ridgewood to fees, distributions and other items can be increased or decreased as a result of the use of that discretion; (vii) conflicts caused by the fact that Ridgewood may make subjective determinations of the value of the Fund's assets, and any such determination affects the performance record of the Fund; (viii) conflicts between the interests of the Fund and of other programs when Ridgewood allocates favorable or unfavorable investment opportunities among them, and conflicts arising if one program or Fund supplies capital for an investment and another program or Fund later is allocated a portion of that investment and returns a proportionate amount of capital to the first; (ix) conflicts between the interests of the Fund and other programs sponsored by Ridgewood and its Affiliates; (x) potential interests of Ridgewood or its Affiliates in competing investment programs; (xi) conflicts that may arise because the Fund may effect acquisition and development activities on its own or together with Affiliates; (xii) the lack of independent representation of Investors in structuring this offering and in determining compensation or with respect to material transactions between the Fund and other programs sponsored by Ridgewood, which would require only the approval of Ridgewood for authorization; and (xiii) the Fund's Projects may be competing against the projects of other programs sponsored by Ridgewood and, additionally, officers of Ridgewood and of the Fund may be directors or advisers to competing projects. (b) In determining a course of action or deciding among various alternatives, the Manager will consider these and other conflicts that may exist and exercise reasonable business judgment when determining such action or choosing among various alternatives. The Manager shall not be liable to Shareholders hereunder regarding such action unless the Manager exercised bad faith, gross negligence or willful misconduct.

Potential Conflicts of Interest. (a) There are potential conflicts of interest involved in the operation of the Fund, including but not limited to: (i) competing demands for management resources of Ridgewood and other Affiliates; (ii) conflicts between the interests of Ridgewood and its Affiliates in receiving compensation from the Fund for investment activities, operating activities, and divestitures, as well as reimbursement for expenses, and the interests of the Investors; (iii) conflicts relating to the allocation of costs and expenses among Ridgewood's other investment programs; (iv) conflicts arising from the fact that Ridgewood will not make a capital contribution in respect of its interest as such in the Fund and that the Investors will supply all of the capital of the Fund; (v) conflicts caused by the fact that Ridgewood shares in gains realized from the Natural Gas Projects but does not share in losses realized on such projects; (vi) conflicts caused by the fact that Ridgewood has broad discretion to determine distributions, allocations of profit and loss and other items and that the entitlements of Ridgewood to fees, distributions and other items can be increased or decreased as a result of the use of that discretion; (vii) conflicts caused by the fact that Ridgewood may make subjective determinations of the value of the Fund's assets, and any such determination affects the performance record of the Fund; (viii) conflicts between the interests of the Fund and of other programs when Ridgewood allocates favorable or unfavorable investment opportunities among them, and conflicts arising if one program or Fund supplies capital for an investment and another program or Fund later is allocated a portion of that investment and returns a proportionate amount of capital to the first; (ix) conflicts between the interests of the Fund and other programs sponsored by Ridgewood and its Affiliates; (x) potential interests of Ridgewood or its Affiliates in competing investment programs; (xi) conflicts that may arise because the Fund may effect acquisition and development activities on its own or together with Affiliates; (xii) the lack of independent representation of Investors in structuring this offering and in determining compensation or with respect to material transactions between the Fund and other programs sponsored by Ridgewood, which would require only the approval of Ridgewood for authorization; and (xiii) the Fund's Natural Gas Projects may be competing against the projects of other programs sponsored by Ridgewood and, additionally, officers of Ridgewood and of the Fund may be directors or advisers to competing projects. (b) In determining a course of action or deciding among various alternatives, the Manager will consider these and other conflicts that may exist and exercise reasonable business judgment when determining such action or choosing among various alternatives. The Manager shall not be liable to Shareholders hereunder regarding such action unless the Manager exercised bad faith, gross negligence or willful misconduct.

Potential Conflicts of Interest. (a) There are potential conflicts of interest involved in the operation of the Fund, including but not limited to: (i) competing demands for management resources of Ridgewood and other Affiliates; (ii) conflicts between the interests of Ridgewood and its Affiliates in receiving compensation from the Fund for investment activities, operating activities, and divestitures, as well as reimbursement for expenses, and the interests of the Investors; (iii) conflicts relating to the allocation of costs and expenses among Ridgewood's other investment programs; (iv) conflicts arising from the fact that Ridgewood will not make a capital contribution in respect of its interest as such in the Fund and that the Investors will supply all of the capital of the Fund; (v) conflicts caused by the fact that Ridgewood shares in gains realized from the Oil and Gas Projects but does not share in losses realized on such projects; (vi) conflicts caused by the fact that Ridgewood has broad discretion to determine distributions, allocations of profit and loss and other items and that the entitlements of Ridgewood to fees, distributions and other items can be increased or decreased as a result of the use of that discretion; (vii) conflicts caused by the fact that Ridgewood may make subjective determinations of the value of the Fund's assets, and any such determination affects the performance record of the Fund; (viii) conflicts between the interests of the Fund and of other programs when Ridgewood allocates favorable or unfavorable investment opportunities among them, and conflicts arising if one program or Fund supplies capital for an investment and another program or Fund later is allocated a portion of that investment and returns a proportionate amount of capital to the first; (ix) conflicts between the interests of the Fund and other programs sponsored by Ridgewood and its Affiliates; (x) potential interests of Ridgewood or its Affiliates in competing investment programs; (xi) conflicts that may arise because the Fund may effect acquisition and development activities on its own or together with Affiliates; (xii) the lack of independent representation of Investors in structuring this offering and in determining compensation or with respect to material transactions between the Fund and other programs sponsored by Ridgewood, which would require only the approval of Ridgewood for authorization; and (xiii) the Fund's Projects may be competing against the projects of other programs sponsored by Ridgewood and, additionally, officers of Ridgewood and of the Fund may be directors or advisers to competing projects. (b) In determining a course of action or deciding among various alternatives, the Manager will consider these and other conflicts that may exist and exercise reasonable business judgment when determining such action or choosing among various alternatives. The Manager shall not be liable to Shareholders hereunder regarding such action unless the Manager exercised bad faith, gross negligence or willful misconduct.

Potential Conflicts of Interest. (a) There are potential conflicts of interest involved in the operation of the Fund, including but not limited to: (i) competing demands for management resources of Ridgewood and other Affiliates; (; ( ii) conflicts between the interests of Ridgewood and its Affiliates in receiving compensation from the Fund for investment activities, operating activities, and divestitures, as well as reimbursement for expenses, and the interests of the Investors; ; (iii) conflicts relating to the allocation of costs and expenses among Ridgewood's other investment programs; ; (iv) conflicts arising from the fact that Ridgewood will not make a capital contribution in respect of its interest as such in the Fund and that the Investors will supply all of the capital of the Fund; ; (v) conflicts caused by the fact that Ridgewood shares in gains realized from the Natural Gas Projects but does not share in losses realized on such projects; ; (vi) conflicts caused by the fact that Ridgewood has broad discretion to determine distributions, allocations of profit and loss and other items and that the entitlements of Ridgewood to fees, distributions and other items can be increased or decreased as a result of the use of that discretion; ; (vii) conflicts caused by the fact that Ridgewood may make subjective determinations of the value of the Fund's assets, and any such determination affects the performance record of the Fund; ; (viii) conflicts between the interests of the Fund and of other programs when Ridgewood allocates favorable or unfavorable investment opportunities among them, and conflicts arising if one program or Fund supplies capital for an investment and another program or Fund later is allocated a portion of that investment and returns a proportionate amount of capital to the first; ; (ix) conflicts between the interests of the Fund and other programs sponsored by Ridgewood and its Affiliates; ; (x) potential interests of Ridgewood or its Affiliates in competing investment programs; ; (xi) conflicts that may arise because the Fund may effect acquisition and development activities on its own or together with Affiliates; ; (xii) the lack of independent representation of Investors in structuring this offering and in determining compensation or with respect to material transactions between the Fund and other programs sponsored by Ridgewood, which would require only the approval of Ridgewood for authorization; and and (xiii) the Fund's Natural Gas Projects may be competing against the projects of other programs sponsored by Ridgewood and, additionally, officers of Ridgewood and of the Fund may be directors or advisers to competing projects. (b) In determining a course of action or deciding among various alternatives, the Manager will consider these and other conflicts that may exist and exercise reasonable business judgment when determining such action or choosing among various alternatives. The Manager shall not be liable to Shareholders hereunder regarding such action unless the Manager exercised bad faith, gross negligence or willful misconduct.

Potential Conflicts of Interest. (a) There are potential conflicts of interest involved in the operation of the Fund, including but not limited to: (i) competing demands for management resources of Ridgewood and other Affiliates; (ii) conflicts between the interests of Ridgewood and its Affiliates in receiving compensation from the Fund for investment activities, operating activities, and divestitures, as well as reimbursement for expenses, and the interests of the Investors; (iii) conflicts relating to the allocation of costs and expenses among Ridgewood's ’s other investment programs; (iv) conflicts arising from the fact that Ridgewood will not make a capital contribution in respect of its interest as such in the Fund and that the Investors will supply all of the capital of the Fund; (v) conflicts caused by the fact that Ridgewood shares in gains realized from the Projects but does not share in losses realized on such projects; (vi) conflicts caused by the fact that Ridgewood has broad discretion to determine distributions, allocations of profit and loss and other items and that the entitlements of Ridgewood to fees, distributions and other items can be increased or decreased as a result of the use of that discretion; (vii) conflicts caused by the fact that Ridgewood may make subjective determinations of the value of the Fund's ’s assets, and any such determination affects the performance record of the Fund; (viii) conflicts between the interests of the Fund and of other programs when Ridgewood allocates favorable or unfavorable investment opportunities among them, and conflicts arising if one program or Fund supplies capital for an investment and another program or Fund later is allocated a portion of that investment and returns a proportionate amount of capital to the first; (ix) conflicts between the interests of the Fund and other programs sponsored by Ridgewood and its Affiliates; (x) potential interests of Ridgewood or its Affiliates in competing investment programs; (xi) conflicts that may arise because the Fund may effect acquisition and development activities on its own or together with Affiliates; (xii) the lack of independent representation of Investors in structuring this offering and in determining compensation or with respect to material transactions between the Fund and other programs sponsored by Ridgewood, which would require only the approval of Ridgewood for authorization; and (xiii) the Fund's ’s Projects may be competing against the projects of other programs sponsored by Ridgewood and, additionally, officers of Ridgewood and of the Fund may be directors or advisers to competing projects. (b) In determining a course of action or deciding among various alternatives, the Manager will consider these and other conflicts that may exist and exercise reasonable business judgment when determining such action or choosing among various alternatives. The Manager shall not be liable to Shareholders hereunder regarding such action unless the Manager exercised bad faith, gross negligence or willful misconduct.