Common use of Indemnification by Members for Misconduct Clause in Contracts

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) CWS 15.2.1 TCR Member hereby indemnifies, defends and holds harmless the Company, BluerockBR Member, each Bluerock Transferee and each Indemnitee of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees BR Member or a BR Transferee from and against (i) all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as incurred (A) under any Loan Guaranty or any other guaranty or indemnity agreement for a result of or loan to the Company to the extent arising out of any fraud, gross negligence, willful or wanton misconduct negligence or willful breach of this Agreement misconduct on the part of, or by, CWS TCR Member or any entity controlled directly its Affiliates 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, B) as a third party beneficiary to the covenant contained in this sentenceresult of any breach of Section 16.22.2 by TCR Member, and (ii) any claim, suit, action or other proceeding, loss, damages, judgments, settlements, obligations, liabilities, debts, damages and costs and expenses (including fees and disbursements of attorneys and other professionals and court costs) to the extent resulting from the fraud, willful misconduct or gross negligence on the part of the TCR Member in connection with the Company or its business or affairs or any losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) arising from any CWS Credit Support Claimcourse of conduct not within the authority allowed to TCR Member by this Agreement. (b) Bluerock 15.2.2 BR Member hereby indemnifies, defends and holds harmless the Company, CWSTCR Member, each CWS TCR Transferee and each Indemnitee of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees TCR Member or a TCR Transferee from and against (i) all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as incurred (A) under any Loan Guaranty or any other guaranty or indemnity agreement for a result of or loan to the Company to the extent arising out of any fraud, gross negligence, willful or wanton misconduct negligence or willful breach of this Agreement misconduct on the part of, or by, Bluerock BR Member or any entity controlled directly its Affiliates or indirectly by Bluerock, or any Representative appointed by Bluerock. In addition, Bluerock hereby indemnifies, defends and holds harmless the Guarantor, (B) as a third party beneficiary to the covenant contained in this sentenceresult of any breach of Section 16.22.2 by BR Member, and (ii) any claim, suit, action or other proceeding, loss, damages, judgments, settlements, obligations, liabilities, debts, damages and costs and expenses (including fees and disbursements of attorneys and other professionals and court costs) to the extent resulting from the fraud, willful misconduct or gross negligence on the part of the BR Member in connection with the Company or its business or affairs or any losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) arising from any course of conduct not within the authority allowed to BR Credit Support ClaimMember by this Agreement.

Indemnification by Members for Misconduct. (a) CWS 15.2.1 TCR Member hereby indemnifies, defends and holds harmless the Company, BluerockBR Member, each Bluerock Transferee and each Indemnitee of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees BR Member or a BR Transferee from and against (i) all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as incurred under any Loan Guaranty or any other guaranty or indemnity agreement for a result of or loan to the Company to the extent arising out of any fraud, gross negligence, willful or wanton misconduct negligence or willful breach of this Agreement misconduct on the part of, or by, CWS TCR Member or its Affiliates and (ii) any entity controlled directly claim, suit, action or indirectly by CWS other proceeding, loss, damages, judgments, settlements, obligations, liabilities, debts, damages and costs and expenses (excluding the Property Manager), or any Representative appointed by CWS. In addition, CWS hereby indemnifies, defends including fees and holds harmless the Guarantor, as a third party beneficiary to the covenant contained in this sentence, disbursements of attorneys and other professionals and court costs) to the extent resulting from the fraud, willful misconduct or gross negligence on the part of the TCR Member in connection with the Company or its business or affairs or any losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) arising from any CWS Credit Support Claimcourse of conduct not within the authority allowed to TCR Member by this Agreement. (b) Bluerock 15.2.2 BR Member hereby indemnifies, defends and holds harmless the Company, CWSTCR Member, each CWS TCR Transferee and each Indemnitee of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees TCR Member or a TCR Transferee from and against (i) all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as incurred under any Loan Guaranty or any other guaranty or indemnity agreement for a result of or loan to the Company to the extent arising out of any fraud, gross negligence, willful or wanton misconduct negligence or willful breach of this Agreement misconduct on the part of, or by, Bluerock BR Member or its Affiliates and (ii) any entity controlled directly claim, suit, action or indirectly by Bluerockother proceeding, or any Representative appointed by Bluerock. In additionloss, Bluerock hereby indemnifiesdamages, defends judgments, settlements, obligations, liabilities, debts, damages and holds harmless the Guarantor, as a third party beneficiary to the covenant contained in this sentence, costs and expenses (including fees and disbursements of attorneys and other professionals and court costs) to the extent resulting from the fraud, willful misconduct or gross negligence on the part of the BR Member in connection with the Company or its business or affairs or any losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) arising from any course of conduct not within the authority allowed to BR Credit Support ClaimMember by this Agreement.