Common use of Indemnification by Members for Misconduct Clause in Contracts

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) Cxxxxxx Hawthorne 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, CxxxxxxHawthorne, the any Key Individual, any entity controlled directly or indirectly by one or more of the Key Individual Individuals that directly or indirectly controls CxxxxxxHawthorne, or any Representative appointed by CxxxxxxHawthorne. (b) Bluerock hereby indemnifies, defends and holds harmless the Company, CxxxxxxHawthorne, each Cxxxxxx Hawthorne 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. (aA) Cxxxxxx Non-Managing Member hereby indemnifies, defends and holds harmless the Company, Bluerockthe Managing Member, each Bluerock Transferee permitted transferee of the Managing Member and each of their subsidiaries and their agents, officers, directors, members, managerspartners, 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, fraud or 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, Managing Member or any Representative appointed by Cxxxxxx. the Managing Member, or (bii) Bluerock hereby indemnifies, defends and holds harmless the Company, Cxxxxxx, each Cxxxxxx Transferee and each acts or omissions 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 the Managing Member or any of its Affiliates attributable solely to Managing Member (or its Affiliate) that accelerate any loan (including reasonable attorneys’ feesthe Loan) 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.trigger liability thereunder

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) Cxxxxxx Xxxxxxx 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, CxxxxxxXxxxxxx, the Key Individual, any entity controlled directly or indirectly by the Key Individual that directly or indirectly controls CxxxxxxXxxxxxx, or any Representative appointed by CxxxxxxXxxxxxx. (b) Bluerock hereby indemnifies, defends and holds harmless the Company, CxxxxxxXxxxxxx, each Cxxxxxx Xxxxxxx 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.