Indemnification by Members for Misconduct. (a) Cxxxxxx hereby indemnifies, defends and holds harmless the Company, Bluerock, each Bluerock Transferee and each of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Cxxxxxx, the Key Individual, any entity controlled directly or indirectly by the Key Individual that directly or indirectly controls Cxxxxxx, or any Representative appointed by Cxxxxxx.
(b) Bluerock hereby indemnifies, defends and holds harmless the Company, Cxxxxxx, each Cxxxxxx Transferee and each of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Bluerock or any entity controlled directly or indirectly by Bluerock, or any Representative appointed by Bluerock.
Indemnification by Members for Misconduct. (a) The TriBridge Member hereby indemnifies, defends and holds harmless the Company, the BR Member, each Bluerock Transferee and each of their subsidiaries and their officers, directors, members, managers, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) incurred to the extent arising out of any fraud, gross negligence or willful misconduct on the part of, or by, the TriBridge Member or its Affiliates.
(b) The BR Member hereby indemnifies, defends and holds harmless the Company, the TriBridge Member, each TriBridge Transferee and each of their subsidiaries and their officers, directors, members, managers, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) incurred to the extent arising out of any fraud, gross negligence or willful misconduct on the part of, or by, BR Member or its Affiliates.
Indemnification by Members for Misconduct. (a) ArchCo hereby indemnifies, defends and holds harmless the Company, Bluerock and each of their subsidiaries and their agents, officers, directors, members, partners, shareholders and employees from and against all losses, costs, expenses, damages (excluding special, incidental, consequential, or punitive damages), claims and liabilities (including reasonable attorneys' fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, ArchCo or any representative appointed by ArchCo.
(b) Bluerock hereby indemnifies, defends and holds harmless the Company, ArchCo and each of their subsidiaries and their agents, officers, directors, members, partners, shareholders and employees from and against all losses, costs, expenses, damages (excluding special, incidental, consequential, or punitive damages), claims and liabilities (including reasonable attorneys' fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Bluerock or any representative appointed by Bluerock.
Indemnification by Members for Misconduct. (a) CWS hereby indemnifies, defends and holds harmless the Company, Bluerock, each Bluerock Transferee and each of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence, willful or wanton misconduct or willful breach of this Agreement on the part of, or by, CWS or any entity controlled directly or indirectly by CWS (excluding the Property Manager), or any Representative appointed by CWS. In addition, CWS hereby indemnifies, defends and holds harmless the Guarantor, as a third party beneficiary to the covenant contained in this sentence, to the extent of any losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) arising from any CWS Credit Support Claim.
(b) Bluerock hereby indemnifies, defends and holds harmless the Company, CWS, each CWS Transferee and each of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence, willful or wanton misconduct or willful breach of this Agreement on the part of, or by, Bluerock or any entity controlled directly or indirectly by Bluerock, or any Representative appointed by Bluerock. In addition, Bluerock hereby indemnifies, defends and holds harmless the Guarantor, as a third party beneficiary to the covenant contained in this sentence, to the extent of any losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) arising from any BR Credit Support Claim.
Indemnification by Members for Misconduct. (a) TSC hereby indemnifies, defends and holds harmless the Company, Bluerock, each Bluerock Transferee and each of their subsidiaries and their officers, directors, members, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys' fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, TSC.
(b) Bluerock hereby indemnifies, defends and holds harmless the Company, TSC, each TSC Transferee and each of their subsidiaries and their officers, directors, members, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys' fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Bluerock.
Indemnification by Members for Misconduct. (a) Stonehenge Member hereby indemnifies, defends and holds harmless the Company, BR Member, each Bluerock Transferee and each of their subsidiaries and their officers, directors, members, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) to the extent arising out of any fraud or gross negligence on the part of, or by, Stonehenge Member.
(b) BR Member hereby indemnifies, defends and holds harmless the Company, Stonehenge Member, each Stonehenge Transferee and each of their subsidiaries and their officers, directors, members, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud or gross negligence on the part of, or by, BR Member.
Indemnification by Members for Misconduct. In addition to any rights that may exist in the Backstop Agreement:
(a) The TriBridge Member hereby indemnifies, defends and holds harmless the Company, the BR Member, each Bluerock Transferee and each of their subsidiaries and their officers, directors, members, managers, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) incurred to the extent arising out of any fraud, gross negligence or willful misconduct on the part of, or by, the TriBridge Member or its Affiliates.
(b) The BR Member hereby indemnifies, defends and holds harmless the Company, the TriBridge Member, each TriBridge Transferee and each of their subsidiaries and their officers, directors, members, managers, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) incurred to the extent arising out of any fraud, gross negligence or willful misconduct on the part of, or by, BR Member or its Affiliates.
Indemnification by Members for Misconduct. (a) Hxxxxxxx and JHVG hereby indemnify, defend and hold harmless the Company, Investor, each permitted transferee of Investor and each of their subsidiaries and their officers, directors, members, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Hxxxxxxx or JHVG.
(b) Investor hereby indemnifies, defends and holds harmless the Company, Hxxxxxxx, JHVG, each permitted transferee of Hxxxxxxx and/or JHVG and each of their subsidiaries and their officers, directors, members, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Investor.
Indemnification by Members for Misconduct. (a) Hxxxxxxx Member hereby indemnify, defend and hold harmless the Company, BR Member, each permitted transferee of BR Member and each of their subsidiaries and their officers, directors, members, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Hxxxxxxx Member.
(b) BR Member hereby indemnifies, defends and holds harmless the Company, Hxxxxxxx Member, each permitted transferee of Hxxxxxxx Member and each of their subsidiaries and their officers, directors, members, partners, shareholders, employees, agents and appointees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, BR Member.
Indemnification by Members for Misconduct. (A) Non-Managing Member hereby indemnifies, defends and holds harmless the Company, the Managing Member, each permitted transferee of the Managing Member and each of their subsidiaries and their agents, officers, directors, members, partners, shareholders and employees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of (i) any fraud or gross negligence on the part of, or by, the Non-Managing Member, Asset Manager or any Representative appointed by the Non-Managing Member, or (ii) the acts or omissions of the Non-Managing Member or any of its Affiliates attributable solely to Non-Managing Member (or its Affiliate) that accelerate any loan (including the Loan) or trigger liability thereunder.
(B) The Managing Member hereby indemnifies, defends and holds harmless the Company, the Non-Managing Member, each permitted transferee of the Non-Managing Member and each of their subsidiaries and their agents, officers, directors, members, partners, shareholders and employees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud or gross negligence on the part of, or by, the Managing Member or any Representative appointed by the Managing Member, or (ii) the acts or omissions of the Managing Member or any of its Affiliates attributable solely to Managing Member (or its Affiliate) that accelerate any loan (including the Loan) or trigger liability thereunder
(C) For purposes of this Section 4.4, the action or omission to act by Waypoint Exxxxx XX, LLC shall be considered an action or omission of the Non-Managing Member and not the Managing Member.
