Common use of Indemnification by Members for Misconduct Clause in Contracts

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) 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.