Common use of Indemnification by the Managing Broker-Dealer Clause in Contracts

Indemnification by the Managing Broker-Dealer. 10.1 Subject to the conditions set forth below, the Managing Broker Dealer agrees to indemnify and hold harmless the Issuer and its affiliates and their respective general partners, stockholders, partners, directors, officers, managers, employees, members and agents, each controlling person and each of their respective attorneys and accountants (“Issuer Parties”), against any and all Loss arising out of or based upon: 10.1.1 Any verbal or written representations made in connection with the Offering made by the Managing Broker Dealer (other than by the Issuer or its employees or affiliates), employees, or affiliates in violation of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any applicable federal or state securities laws and regulations; 10.1.2 The Managing Broker Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any applicable federal or state securities laws and regulations, other than any failure to comply which directly results from acts of the Issuer; 10.1.3 The breach by the Managing Broker Dealer of any term, condition, representation, warranty, or covenant in this Agreement; 10.1.4 Any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, (as from time to time it is amended and supplemented), or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof; provided, however, to the extent, but only to the extent, that the untrue statement or alleged untrue statement of material fact was made by the Managing Broker Dealer, employees, or affiliates or otherwise made in reliance on and in conformity with written information furnished to the Issuer by the Managing Broker Dealer, employees or affiliates; or 10.1.5 The omission or alleged omission from the Offering Circular (as from time to time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, to the extent, but only to the extent, that the omission or alleged omission of material fact was required to be disclosed by the Managing Broker Dealer, employees, or affiliates or otherwise in reliance on and in conformity with written information furnished, or required to be disclosed, to the Issuer by the Managing Broker Dealer, employees, or affiliates. 10.2 If any action is brought against any of the Issuer Parties in respect of which indemnity may be sought hereunder, the Issuer Party shall promptly notify the Managing Broker Dealer in writing of the institution of such action, and the Managing Broker Dealer shall assume the defense of such action. The Issuer Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Managing Broker Dealer’s expense, provided that the Managing Broker Dealer will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions.

Indemnification by the Managing Broker-Dealer. 10.1 11.1 Subject to the conditions set forth below, the Managing Broker Broker-Dealer agrees to indemnify and hold harmless the Issuer Company, Cottonwood Management and its affiliates the Selling Group Members and their respective general partnersowners, stockholdersmanagers, members, partners, directors, officers, managers, employees, members and agents, each controlling person and each of their respective attorneys and accountants (the “Issuer CSGM Parties”), against any and all Loss arising out of or based upon: 10.1.1 11.1.1 Any verbal or written representations made in connection with the Offering made by the Managing Broker Broker-Dealer (other than by the Issuer or its employees or affiliates), employees, or affiliates in violation of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any other applicable federal or state securities laws and regulations; 10.1.2 11.1.2 Any misrepresentation contained in any sales or other materials provided by the Managing Broker-Dealer to the Selling Group Members; 11.1.3 The Managing Broker Broker-Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any applicable federal state laws or state securities laws and regulations, other than any failure to comply which directly results from acts of the Issuer;; or 10.1.3 11.1.4 The breach by the Managing Broker Broker-Dealer of any term, condition, representation, warranty, or covenant in of this Agreement; 10.1.4 Any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, (as from time to time it is amended and supplemented), or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof; provided, however, to the extent, but only to the extent, that the untrue statement or alleged untrue statement of material fact was made by the Managing Broker Dealer, employees, or affiliates or otherwise made in reliance on and in conformity with written information furnished to the Issuer by the Managing Broker Dealer, employees or affiliates; or 10.1.5 The omission or alleged omission from the Offering Circular (as from time to time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, to the extent, but only to the extent, that the omission or alleged omission of material fact was required to be disclosed by the Managing Broker Dealer, employees, or affiliates or otherwise in reliance on and in conformity with written information furnished, or required to be disclosed, to the Issuer by the Managing Broker Dealer, employees, or affiliates. 10.2 11.2 If any action is brought against any of the Issuer CSGM Parties in respect of which indemnity may be sought hereunder, the Issuer Party Company or the Selling Group Members shall promptly notify the Managing Broker Broker-Dealer in writing of the institution of such action, and the Managing Broker Broker-Dealer shall assume the defense of such action; provided, however, that the failure to notify the Managing Broker-Dealer shall not affect the provisions in this Section 11 except to the extent such failure to notify the Managing Broker-Dealer has a material and adverse effect on the defense of such claims. The Issuer affected CSGM Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Managing Broker Broker-Dealer’s expenseexpense and authorized in writing by the Managing Broker-Dealer, provided that the Managing Broker Broker-Dealer will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions.

Indemnification by the Managing Broker-Dealer. 10.1 Subject to the conditions set forth below, the Managing Broker Broker-Dealer agrees to indemnify indemnify, defend and hold harmless the Issuer and its affiliates the Selling Group Members, and their respective general partnersowners, stockholdersmanagers, members, trustees, partners, directors, officers, managers, employees, members and agents, each controlling person and each of their respective attorneys and accountants (the “Issuer ISGM Parties”), against any and all Loss arising out of or based upon: 10.1.1 Any verbal or written representations made in connection with the Offering made by the Managing Broker Broker-Dealer (other than by the Issuer or its employees or affiliates), employees, or affiliates in violation of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any other applicable federal or state securities laws and regulations; 10.1.2 Any misrepresentation contained in any sales or other materials provided by the Managing Broker-Dealer to the Selling Group Members; 10.1.3 The Managing Broker Broker-Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Regulation ARule 506, the regulations thereunder, applicable requirements and rules of FINRA, FINRA or any applicable federal state laws or state securities laws and regulations, other than any failure to comply which directly results from acts of the Issuer; 10.1.3 10.1.4 The breach by the Managing Broker Broker-Dealer of any term, condition, representation, warranty, obligation or covenant in this Agreement; 10.1.4 Any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, (as from time to time it is amended and supplemented), or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof; provided, however, to the extent, but only to the extent, that the untrue statement or alleged untrue statement of material fact was made by the Managing Broker Dealer, employees, or affiliates or otherwise made in reliance on and in conformity with written information furnished to the Issuer by the Managing Broker Dealer, employees or affiliates; or 10.1.5 The omission Any electronic signatures and/or stamped signatures in any form which have been directly used by or alleged omission from the Offering Circular (as from time to time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, to the extent, but only to the extent, that the omission or alleged omission of material fact was required to be disclosed obtained by the Managing Broker Dealer, employees, Broker-Dealer with respect to this Agreement or affiliates or otherwise in reliance on and in conformity with written information furnished, or required to be disclosed, any Soliciting Dealer Agreement related to the Issuer by the Managing Broker Dealer, employees, or affiliatesOffering. 10.2 If any action is brought against any of the Issuer ISGM Parties in respect of which indemnity may be sought hereunder, the Issuer Party or the Selling Group Members, as the case may be, shall promptly notify the Managing Broker Broker-Dealer in writing of the institution of such action, and the Managing Broker Broker-Dealer shall assume the defense of such action; provided, however, that the failure to notify the Managing Broker-Dealer shall not affect the provisions in this Section 10 except to the extent such failure to notify the Managing Broker-Dealer has a material and adverse effect on the defense of such claims. The Issuer affected ISGM Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Managing Broker Broker-Dealer’s expense, provided that expense and authorized in writing by the Managing Broker Dealer will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissionsBroker-Dealer.

Indemnification by the Managing Broker-Dealer. 10.1 Subject to the conditions set forth below, the Managing Broker Broker-Dealer agrees to indemnify indemnify, defend and hold harmless the Issuer Issuer, the Depositor and its affiliates the Selling Group Members, and their respective general partnersowners, stockholdersmanagers, members, trustees, partners, directors, officers, managers, employees, members and agents, each controlling person and each of their respective attorneys and accountants (the “Issuer ISGM Parties”), against any and all Loss arising out of or based upon: 10.1.1 Any knowing and intentional verbal or written representations made in connection with the Offering made by the Managing Broker Broker-Dealer (other than by the Issuer or its employees or affiliates), employees, or affiliates in violation of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any other applicable federal or state securities laws and regulations; 10.1.2 Any misrepresentation contained in any sales or other materials provided by the Managing Broker-Dealer to the Selling Group Members; 10.1.3 The Managing Broker Broker-Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Regulation ARule 506, the regulations thereunder, applicable requirements and rules of FINRA, FINRA or any applicable federal state laws or state securities laws and regulations, other than any failure to comply which directly results from acts of the Issuer; 10.1.3 10.1.4 The breach or alleged breach by the Managing Broker Broker-Dealer of any material term, condition, representation, warranty, warranty or covenant in this Agreement; 10.1.4 Any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, (as from time to time it is amended and supplemented), or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof; provided, however, to the extentthat in each case described in clauses 10.1.1 through 10.1.4, but only to the extentshall not include any violation, that the untrue statement non-compliance or alleged untrue statement of material fact was made breach by the Managing Broker Dealera Selling Group Member (or their respective owners, managers, members, trustees, partners, directors, officers, employees, or affiliates or otherwise made in reliance on agents, attorneys and in conformity with written information furnished to the Issuer by the Managing Broker Dealer, employees or affiliatesaccounts); or 10.1.5 The omission Any electronic signatures and/or stamped signatures in any form which have been directly used by or alleged omission from the Offering Circular (as from time to time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, to the extent, but only to the extent, that the omission or alleged omission of material fact was required to be disclosed obtained by the Managing Broker Dealer, employees, Broker-Dealer with respect to this Agreement or affiliates or otherwise in reliance on and in conformity with written information furnished, or required to be disclosed, any Soliciting Dealer Agreement related to the Issuer by the Managing Broker Dealer, employees, or affiliatesOffering. 10.2 If any action is brought against any of the Issuer ISGM Parties in respect of which indemnity may be sought hereunder, the Issuer Party Issuer, the Depositor or the Selling Group Members, as the case may be, shall promptly notify the Managing Broker Broker-Dealer in writing of the institution of such action, and the Managing Broker Broker-Dealer shall assume the defense of such action; provided, however, that the failure to notify the Managing Broker-Dealer shall not affect the provisions in this Section 10 except to the extent such failure to notify the Managing Broker-Dealer has a material and adverse effect on the defense of such claims. The Issuer affected ISGM Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Managing Broker Broker-Dealer’s expenseexpense and authorized in writing by the Managing Broker-Dealer, provided that the Managing Broker Broker-Dealer will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions.

Indemnification by the Managing Broker-Dealer. 10.1 9.1 Subject to the conditions set forth below, the Managing Broker Dealer agrees to indemnify and hold harmless the Issuer and Issuer, its affiliates and their respective general partners, stockholders, partners, directors, officers, managers, employees, members and agents, each controlling person and each of their respective attorneys and accountants (“Issuer Parties”), against any and all Loss arising out of or based upon: 10.1.1 Any verbal or written representations made in connection with the Offering made by the Managing Broker Dealer (other than by the Issuer or its employees or affiliates), employees, or affiliates in violation of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any applicable federal or state securities laws and regulations; 10.1.2 9.1.1 The Managing Broker Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any applicable federal or state securities laws and regulations, other than any failure to comply which directly results from acts of the Issuer; 10.1.3 9.1.2 The breach by the Managing Broker Dealer of any term, condition, representation, warranty, or covenant in this Agreement; 10.1.4 9.1.3 Any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, Memorandum (as from time to time it is amended and supplemented), ) or in any application or other document filed in any jurisdiction in order to qualify the a Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof; provided, however, to the extentFiling, but only to the extent, that the untrue statement or alleged untrue statement of material fact was made by the Managing Broker Dealer, employees, or affiliates or otherwise made in reliance on and in conformity with written information furnished to the Issuer by the Managing Broker Dealer, employees or affiliatesDealer specifically for the purpose of inclusion in such document; or 10.1.5 9.1.4 The omission or alleged omission from the Offering Circular Memorandum (as from time to time it is amended and supplemented) or a Securities Filing of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, to the extent, but only to the extent, that the omission or alleged omission of material fact was required to be disclosed by the Managing Broker Dealer, employees, or affiliates or otherwise in reliance on and in conformity with result of written information furnished, or required to be disclosed, furnished to the Issuer by the Managing Broker Dealer specifically for the purpose of inclusion in such document. 9.2 Subject to the conditions set forth below, the Managing Broker Dealer agrees to indemnify and hold harmless each Selling Group Member, its affiliates and their respective stockholders, partners, directors, officers, and each controlling person (“SGM Parties”), against any and all Loss arising out of or based upon: 9.2.1 The Managing Broker Dealer’s failure to comply with any of the applicable provisions of the Securities Act, employeesthe regulations thereunder, applicable requirements and rules of FINRA, or affiliatesany applicable federal or state securities laws and regulations, other than any failure to comply which directly results from acts of a Selling Group Member. 10.2 9.2.2 The breach by the Managing Broker Dealer of any term, condition, representation, warranty or covenant contained in the Soliciting Dealer Agreement between the Managing Broker Dealer and such Selling Group Member. 9.3 If any action is brought against any of the Issuer Parties in respect of which indemnity may be sought hereunder, the Issuer Party shall promptly notify the Managing Broker Dealer in writing of the institution of such action, and the Managing Broker Dealer shall assume the defense of such action; provided, however, that the failure to notify the Managing Broker Dealer shall not affect the provisions in this Section 9 except to the extent such failure to notify the Managing Broker Dealer has a material and adverse effect on the defense of such claims. The Issuer Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Managing Broker Dealer’s expense, provided that the Managing Broker Dealer will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions.

Indemnification by the Managing Broker-Dealer. 10.1 9.1 Subject to the conditions set forth below, the Managing Broker Broker-Dealer agrees to indemnify and hold harmless the Issuer and its affiliates the Selling Group Members, and their respective general partnersowners, stockholdersmanagers, members, trustees, partners, directors, officers, managers, employees, members and agents, each controlling person and each of their respective attorneys and accountants (the “Issuer ISGM Parties”), against any and all Loss arising out of or based upon: 10.1.1 9.1.1 Any verbal or written representations made in connection with the Offering made by the Managing Broker Broker-Dealer (other than by the Issuer or its employees or affiliates), employees, or affiliates in violation of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any other applicable federal or state securities laws and regulations; 10.1.2 9.1.2 Any misrepresentation contained in any sales or other materials provided by the Managing Broker-Dealer to the Selling Group Members; 9.1.3 The Managing Broker Broker-Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Regulation ARule 506, the regulations thereunder, applicable requirements and rules of FINRA, FINRA or any applicable federal state laws or state securities laws and regulations, other than any failure to comply which directly results from acts of the Issuer; 10.1.3 9.1.4 The breach by the Managing Broker Broker-Dealer of any term, condition, representation, warranty, warranty or covenant in this Agreement;; or 10.1.4 9.1.5 Any untrue statement electronic signatures and/or stamped signatures in any form which have been directly used by or alleged untrue statement of a material fact contained in obtained by the Offering Circular, (as from time Managing Broker-Dealer with respect to time it is amended and supplemented), this Agreement or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof; provided, however, Soliciting Dealer Agreement related to the extent, but only to the extent, that the untrue statement or alleged untrue statement of material fact was made by the Managing Broker Dealer, employees, or affiliates or otherwise made in reliance on and in conformity with written information furnished to the Issuer by the Managing Broker Dealer, employees or affiliates; or 10.1.5 The omission or alleged omission from the Offering Circular (as from time to time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, to the extent, but only to the extent, that the omission or alleged omission of material fact was required to be disclosed by the Managing Broker Dealer, employees, or affiliates or otherwise in reliance on and in conformity with written information furnished, or required to be disclosed, to the Issuer by the Managing Broker Dealer, employees, or affiliatesOffering. 10.2 9.2 If any action is brought against any of the Issuer ISGM Parties in respect of which indemnity may be sought hereunder, the Issuer Party or the Selling Group Members, as the case may be, shall promptly notify the Managing Broker Broker-Dealer in writing of the institution of such action, and the Managing Broker Broker-Dealer shall assume the defense of such action; provided, however, that the failure to notify the Managing Broker-Dealer shall not affect the provisions in this Section 9 except to the extent such failure to notify the Managing Broker-Dealer has a material and adverse effect on the defense of such claims. The Issuer affected ISGM Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Managing Broker Broker-Dealer’s expenseexpense and authorized in writing by the Managing Broker-Dealer, provided that the Managing Broker Broker-Dealer will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions.

Indemnification by the Managing Broker-Dealer. 10.1 Subject to the conditions set forth below, the Managing Broker Broker-Dealer agrees to indemnify and hold harmless the Issuer and its affiliates the Selling Group Members, and their respective general partnersowners, stockholdersmanagers, members, trustees, partners, directors, officers, managers, employees, members and agents, each controlling person and each of their respective attorneys and accountants (the “Issuer ISGM Parties”), against any and all Loss arising out of or based upon: 10.1.1 Any verbal or written representations made in connection with the Offering made by the Managing Broker Broker-Dealer (other than by the Issuer or its employees or affiliates), employees, or affiliates in violation of the Securities Act, the Exchange Act, Regulation A, the regulations thereunder, applicable requirements and rules of FINRA, or any other applicable federal or state securities laws and regulations; 10.1.2 Any misrepresentation contained in any sales or other materials provided by the Managing Broker-Dealer to the Selling Group Members; 10.1.3 The Managing Broker Broker-Dealer’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, Regulation ARule 506, the regulations thereunder, applicable requirements and rules of FINRA, FINRA or any applicable federal state laws or state securities laws and regulations, other than any failure to comply which directly results from acts of the Issuer; 10.1.3 10.1.4 The breach by the Managing Broker Broker-Dealer of any term, condition, representation, warranty, warranty or covenant in this Agreement; 10.1.4 Any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, (as from time to time it is amended and supplemented), or in any application or other document filed in any jurisdiction in order to qualify the Securities under or exempt the Offering of the Securities from the registration or qualification requirements of the securities laws thereof; provided, however, to the extent, but only to the extent, that the untrue statement or alleged untrue statement of material fact was made by the Managing Broker Dealer, employees, or affiliates or otherwise made in reliance on and in conformity with written information furnished to the Issuer by the Managing Broker Dealer, employees or affiliates; or 10.1.5 The omission Any electronic signatures and/or stamped signatures in any form which have been directly used by or alleged omission from the Offering Circular (as from time to time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, to the extent, but only to the extent, that the omission or alleged omission of material fact was required to be disclosed obtained by the Managing Broker Dealer, employees, or affiliates or otherwise in reliance on and in conformity Broker-Dealer with written information furnished, or required respect to be disclosed, this Agreement related to the Issuer by the Managing Broker Dealer, employees, or affiliatesOffering. 10.2 If any action is brought against any of the Issuer ISGM Parties in respect of which indemnity may be sought hereunder, the Issuer Party or the Selling Group Members, as the case may be, shall promptly notify the Managing Broker Broker-Dealer in writing of the institution of such action, and the Managing Broker Broker-Dealer shall assume the defense of such action; provided, however, that the failure to notify the Managing Broker-Dealer shall not affect the provisions in this Section 10 except to the extent such failure to notify the Managing Broker-Dealer has a material and adverse effect on the defense of such claims. The Issuer affected ISGM Parties shall have the right to employ counsel in any such case. The reasonable fees and expenses of such counsel shall be at the Managing Broker Broker-Dealer’s expense, provided that expense and authorized in writing by the Managing Broker Dealer will not be obligated to pay for legal fees and expenses for more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissionsBroker-Dealer.