Common use of Liability of Indemnitees Clause in Contracts

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee's conduct was criminal. (c) To the full extent that the Act permits the limitation or elimination of liability of Directors, a Director shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Director. (d) Any amendment, modification or repeal of this Section 4.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee's ’s conduct was criminal. (c) To the full extent that the Act permits the limitation or elimination of liability of Directors, a Director shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Director. (d) Any amendment, modification or repeal of this Section 4.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) No Indemnitee shall will be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall will be liable for monetary damages to the Company for losses sustained or liabilities incurred as a result of any act or omission of an such Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the such Indemnitee acted in bad faith or faith, engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the such Indemnitee's ’s conduct was criminal. (c) To the full fullest extent that the Act permits the limitation or elimination of liability of Directorsdirectors of a company, a Director shall director of the Company will not be liable to the Company or its the Members for monetary damages for breach of fiduciary duty as a Directordirector of the Company. (d) Any amendment, modification or repeal of this Section 4.8 or any provision hereof shall will be prospective only and shall will not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-non appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee's ’s conduct was criminal. (c) To the full extent that the Act permits the limitation or elimination of liability of Directors, a Director shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Director. (d) Any amendment, modification or repeal of this Section 4.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company Company, the Sole Member or any other Persons who have acquired interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or faith, engaged in fraud, fraud or willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee's ’s conduct was criminal. (cb) To the full extent that that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Act permits Partnership or to the limitation Partners, such Indemnitee and any other Indemnitee acting in connection with the Partnership’s business or elimination of liability of Directors, a Director affairs shall not be liable to the Company Partnership or to any Partner for its Members for monetary damages for breach good faith reliance on the provisions of fiduciary duty as a Directorthis Agreement. (dc) Any amendment, modification or repeal of this Section 4.8 or any provision hereof 5.11 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 5.11 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company Company, the Members, any Substituted Member or any Additional Member, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee breached this Agreement or aided and abetted a breach of this Agreement (or in the case of the Independent Manager, materially breached this Agreement or aided and abetted a material breach of this Agreement), acted in bad faith or engaged in fraud, gross negligence, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee's ’s conduct was criminal. (c) To the full extent that the Act permits the limitation or elimination of liability of Directors, a Director shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Director. (db) Any amendment, modification or repeal of this Section 4.8 6.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 6.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company Company, the Sole Member or any other Persons who have acquired interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or faith, engaged in fraud, fraud or willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee's ’s conduct was criminal. (cb) To the full extent that that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Act permits Partnership or to the limitation Partners, such Indemnitee and any other Indemnity acting in connection with the Partnership’s business or elimination of liability of Directors, a Director affairs shall not be liable to the Company Partnership or to any Partner for its Members for monetary damages for breach good faith reliance on the provisions of fiduciary duty as a Directorthis Agreement. (dc) Any amendment, modification or repeal of this Section 4.8 or any provision hereof 5.11 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 5.11 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-non- appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee's ’s conduct was criminal. (c) To the full extent that the Act permits the limitation or elimination of liability of Directors, a Director shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Director. (d) Any amendment, modification or repeal of this Section 4.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Liability of Indemnitees. (a) No Indemnitee shall be personally liable for the debts and obligations of the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company Company, the Sole Member, the Partnership or any other Persons who have acquired interests in the FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BIG WEST GP, LLC Partnership, for losses sustained or liabilities incurred as a result of any act or omission of an any Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence or, in the case of a criminal matter, acted with knowledge that the Indemnitee's ’s conduct was criminal. (c) To the full extent that the Act permits the limitation or elimination of liability of Directors, a Director shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Director. (db) Any amendment, modification or repeal of this Section 4.8 or any provision hereof 5.11 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 4.8 5.11 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.