Common use of Liability of Indemnitees Clause in Contracts

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members, any other Person who acquires an interest in a Membership Interest or any other Person who is bound by this Agreement, 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 in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The Members, any other Person who acquires an interest in a Membership Interest or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the Company, waives any and all rights to claim punitive damages or damages based upon the federal or state income taxes paid or payable by any such Member or other Person.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members, any other Person who acquires an interest in a Membership Company Interest or any other Person who is bound by this Agreement, 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 in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The Members, any other Person who acquires an interest in a Membership Company Interest or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the Company, waives any and all rights to claim punitive damages or damages based upon the federal or state income taxes paid or payable by any such Member or other Person.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the MembersPartners, any other Person who acquires an interest in a Membership Partnership Interest or any other Person who is bound by this Agreement, 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 in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The MembersLimited Partners, any other Person who acquires an interest in a Membership Partnership Interest or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the CompanyPartnership, waives any and all rights to claim punitive damages or damages based upon the federal Federal or state State income taxes paid or payable by any such Member Limited Partner or other Person.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members, any other Person Persons who acquires acquire an interest in a Membership Interest Share or any other Person who is bound by this Agreement, Agreement for losses sustained or liabilities 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, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The Members, any other Person who acquires an interest in a Membership Interest or Share and any other Person who is bound by this Agreement, each on their own behalf and on behalf of the Company, waives any and all rights to claim punitive damages or damages based upon the federal or state income taxes paid or payable by any such Member or other Person.

Liability of Indemnitees. (a) A. Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members, any other Person persons who acquires acquire an interest in a Membership Interest the Company or any other Person person who is bound by this Agreement, Agreement 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, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The Members, any other Person person who acquires an interest in a Membership Interest or the Company and any other Person person who is bound by this Agreement, each on their own behalf and on behalf of the Company, waives any and all rights to claim punitive damages or damages based upon the federal Federal or state State income taxes paid or payable by any such Member or other Personperson.

Liability of Indemnitees. (a) 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, the Members, any other Person who acquires an interest in a Membership Interest Sole Member or any other Person Persons who have acquired interests in the Company or is otherwise bound by this Agreement, 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 or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminalunlawful. The MembersSole Member, any other Person who acquires an interest in a Membership Interest the Company or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the Company, waives any and all rights to claim punitive damages or damages based upon the federal federal, state or state local income taxes paid or payable by any such Member or other Person.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the MembersPartners, any other Person Persons who acquires an interest in a Membership Interest partnership interest or any other Person who is bound by this Agreement, 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 in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The MembersLimited Partners, any other Person who acquires an interest in a Membership Interest partnership interest or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the CompanyPartnership, waives any and all rights to claim punitive damages or damages based upon the federal Federal or state State income taxes paid or payable by any such Member Limited Partner or other Person.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the MembersPartners, any other Person Persons who acquires an interest in a Membership Partnership Interest or any other Person who is bound by this Agreement, 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 in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The MembersLimited Partners, any other Person who acquires an interest in a Membership Partnership Interest or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the CompanyPartnership, waives any and all rights to claim punitive damages or damages based upon the federal Federal or state State income taxes paid or payable by any such Member Limited Partner or other Person.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee a Covered Person shall be liable for monetary damages to the Company, and/or the Members, any other Person Persons who acquires acquire an interest in a Membership Interest Unit or any other Person who is bound by this Agreement, for in each case solely with respect to losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless such Covered Person for which 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 such Covered Person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s applicable conduct was criminal. The Members, any Members and each Record Holder or other Person who acquires an interest in a Membership Interest Unit or any other Person who otherwise is bound by this Agreement, each on their own behalf and on behalf of the Company, waives each hereby waive any and all rights to claim punitive damages or damages based upon the federal Federal or state State income taxes paid or payable by any such Member or other Person.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the Members, any other Person who acquires an interest in a Membership Interest Partners or any other Person Persons who is have acquired interests in a Partnership Interest or are otherwise bound by this Agreement, 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 or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminalunlawful. The MembersPartners, any other Person who acquires an interest in a Membership Partnership Interest or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the CompanyPartnership, waives any and all rights to claim punitive damages or damages based upon the federal U.S. federal, state or state local income taxes paid or payable by any such Member Partner or other Person.

Liability of Indemnitees. (a) Notwithstanding xvii)Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members, any other Person who acquires an interest in a Membership Company Interest or any other Person who is bound by this Agreement, 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 in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The Members, any other Person who acquires an interest in a Membership Company Interest or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the Company, waives any and all rights to claim punitive damages or damages based upon the federal or state income taxes paid or payable by any such Member or other Person.

Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the CompanyPartnership, the MembersPartners, any other Person Persons who acquires an interest in a Membership Interest partnership interest or any other Person who is bound by this Agreement, 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 in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. The MembersLimited Partners, any other Person who acquires an interest in a Membership Interest partnership interest or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the CompanyPartnership, waives any and all rights to claim punitive damages or damages based upon the federal Federal or state State income taxes paid or payable by any such Member Limited Partner or other Person.

Liability of Indemnitees. (ac) 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, the Members, any other Person who acquires an interest in a Membership Interest Sole Member or any other Person Persons who have acquired interests in the Company or is otherwise bound by this Agreement, 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 or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminalunlawful. The MembersSole Member, any other Person who acquires an interest in a Membership Interest the Company or any other Person who is bound by this Agreement, each on their own behalf and on behalf of the Company, waives any and all rights to claim punitive damages or damages based upon the federal federal, state or state local income taxes paid or payable by any such Member or other Person.