Assignee Indemnity. Assignor, to the extent of Assignor’s interest in the Hotel, agrees to indemnify and defend Assignee and hold Assignee harmless with respect to all defaults, liabilities, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees) relating to acts or omissions accruing under the Management Agreement before the Effective Date.
Assignee Indemnity. Assignee shall indemnify and hold Assignor harmless from and against any and all demands, claims, actions, losses, damages, liabilities, litigation and costs and expenses thereof including, without limitation reasonable attorneys’ fees and disbursements of any kind and nature whatsoever (collectively, “Assignor Claims”), which may be imposed on, asserted against or otherwise incurred by Assignor by or on behalf of any person or entity whatsoever due to or arising from the failure or alleged failure of Assignee to undertake, perform, pay, discharge or observe, to the extent required hereunder, any of the covenants, terms and conditions of the Lease on or after the Effective Date. If any action or proceeding is brought against Assignor by reason of any Assignor Claim, Assignee, upon notice from Assignor, shall defend such action or proceeding, and Assignee shall pay all expenses in respect of defending against such action or proceeding.
Assignee Indemnity. Assignee agrees to indemnify and hold harmless Assignor from and against any and all loss, cost, damage, or expense (including court costs and reasonable attorneys’ fees) arising from or relating to the failure of Assignee to have fully performed all of its obligations as Tenant from and after the Effective Date, including, without limitation, all charges which may become due pursuant to the provisions of the Lease, as rental or otherwise, from and after the Effective Date, excluding, however, any remaining obligations regarding the Surrender Plan and the Closure Letter to be performed by Assignor.
Assignee Indemnity. Assignee agrees to defend, indemnify and hold harmless Assignor, its officers, directors, managers, members, employees, agents, attorneys, successors and assigns (the “Assignor Indemnified Parties”) from and against any and all Losses suffered, sustained, or incurred by any such person arising from, related to or in connection with any and all claims caused by, or alleged to be caused by, Assignee’s breach of any of its agreements, covenants, representations, warranties, duties or obligations under this Agreement.
Assignee Indemnity. Assignee hereby agrees to protect, defend, indemnify and save and hold harmless Assignor from and against the Post Effective Date Obligations, and from any and all claims and demands whatsoever which may be asserted against Assignor by reason of any alleged obligation or undertaking on Assignee’s part or failure of Assignee to perform or discharge any of the terms, covenants or agreements contained in any of the Intangible Property, which claims or demands arise from events first occurring on or after the Effective Date.
Assignee Indemnity. Assignee hereby agrees to protect, defend, indemnify and save and hold harmless Assignor from and against the Post Effective Date Obligations and any and all liability, loss, costs, damage or expense (including attorneys’ fees, charges and expenses) which Assignor may incur in connection with the Contracts arising from events occurring on or after the Effective Date, and from any and all claims and demands whatsoever which may be asserted against Assignor by reason of any alleged obligation or undertaking on Assignee’s part or failure of Assignee to perform or discharge any of the terms, covenants or agreements contained in any of the Contracts, which claims or demands arise from events occurring on or after the Effective Date.
Assignee Indemnity. Except for matters subject to indemnification pursuant to the Environmental Agreement, the parties' indemnification obligations for which are set forth in the Environmental Agreement, Assignee covenants and agrees to indemnify, protect, defend, and hold Assignor harmless from and against any and all liabilities, obligations, claims, damages, loss, cost and expense (including, without limitation, reasonable attorneys' fees) arising from the nonobservance, nonperformance, or nonfulfillment by Assignee of any of the terms, covenants, conditions or obligations to be observed, performed or fulfilled by Assignee, as lessee under the Lease or as sublessor under the Sublease, on or after the date of this Agreement.
Assignee Indemnity. Assignee shall indemnify Assignor against, and agrees to hold Assignor harmless of and from (i) all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses, including, but not limited to, reasonable attorneys' fees (collectively, “Claims and Costs”), based upon or arising out of any breach or failure of Assignee to observe or perform any of the obligations of Assignee as set forth in this Assignment and Consent, and (ii) all Claims and Costs based upon or arising out of the Agreement on and after the Effective Date.
Assignee Indemnity. (a) The Assignee will indemnify the Assignor against any loss or damage and all reasonable costs and expenses it incurs as a direct result of the breach of the agreement by the Assignee ("Assignor Claim"). For the avoidance of doubt this indemnity extends without limitation to reasonable legal costs.
(b) Within 15 Business Days after the Assignor receives any claim or demand, or is served with any legal proceedings, which may lead to liability on the part of the Assignee under any Assignor Claim, the Assignor shall give written notice to the Assignee setting out full details of the claim, demand or legal proceedings.
(c) The Assignor shall not compromise or pay any claim or demand or admit liability in relation to any claim or demand or agree to arbitrate, compromise or settle any legal proceedings which may lead to liability on the part of the Assignee under any Assignor Claim without prior written approval of the Assignee.
(d) The Assignee will at any time be entitled at its election to:
(i) require, at the Assignee's own cost, the Assignor (and the Assignor will be obliged) to take such action as the Assignee reasonably requires to avoid, contest, compromise or defend any claim, demand or legal proceedings which may lead to liability on the part of the Assignee under any Assignor Claim, or
(ii) take over responsibility for the conduct or defence of such claim or demand or legal proceedings.
(e) The Assignee is not liable to the Assignor for any Assignor Claim arising from a claim, demand or legal proceedings in respect of which the Assignor does not fully comply with this Clause 8.4.
(f) The indemnity given in Clause 8.4(a) is subject to all of the limitations that apply to a Claim for breach of an Assignor Warranty.
Assignee Indemnity. Without in any way limiting any indemnity contained in the Purchase Agreement, Assignee hereby agrees to protect, defend, indemnify and save and hold harmless Assignor from and against the Post Effective Date Obligations and any and all liability, loss, costs, damage or expense (including attorneys' fees, charges and expenses) which Assignor may incur under the Leases, and from any and all claims and demands whatsoever which may be asserted against Assignor by reason of any alleged obligation or undertaking on Assignor's part to perform or discharge any of the terms, covenants or agreements contained in any of the Leases, which claims or demands arise from events occurring on or after the Effective Date.
