Assignee’s Indemnification. Assignee hereby indemnifies, protects, defends and holds Assignor, Assignor’s officers, employees and members and all of their respective successors and assigns, harmless from any and all claims, damages, losses, suits, proceedings, costs and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Losses”), both known and unknown, present and future, at law or in equity, arising out of, by virtue of or in any way related to the breach by Assignee of (or Assignee’s failure to timely perform) any or all of the obligations imposed on the optionee under the Options, which obligations accrue from and after the Effective Date.
Assignee’s Indemnification. Assignee hereby indemnifies, protects, defends and holds Assignor, Assignor’s shareholders, the partners, officers and directors of Assignor’s shareholders, and all of their respective successors and assigns harmless from any and all claims, damages, losses, suits, proceedings, costs and expenses, including, without limitation, reasonable attorneys’ fees (“Losses”), both known or unknown, present and future, at law or in equity, arising out of, by virtue of, or in any way related to, the breach by Assignee of (or Assignee’s failure to timely perform) any or all of the obligations imposed on Assignee, as the owner of the Premises and the successor-in-interest to Assignor, under the Contracts, which obligations accrue after the date hereof.
Assignee’s Indemnification. Assignee hereby agrees to indemnify, defend and hold each of Assignor and Lender harmless from all claims, liabilities, damages, losses, demands, judgments, costs or expenses (including actual attorneys’ fees and costs) made against or suffered by Assignor or Lender, as the case may be, which relate to any obligations of Assignee, arising out of events occurring on or after the date hereof in respect of the Loan Documents or the Mortgaged Property.
Assignee’s Indemnification. Assignee hereby indemnifies, protects, defends and holds Assignor, Assignor’s members, partners, affiliates and shareholders, the partners, officers, directors and shareholders of Assignor’s members, partners, affiliates and shareholders, and their respective successors, and assigns, harmless from any and all claims, damages, losses, suits, proceedings, costs and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Losses”), both known or unknown, present and future, at law or in equity, arising out of, by virtue of or in any way related to the breach by Assignee of (or Assignee’s failure to timely perform) any or all of the obligations imposed on the lessor or the landlord under any or all of the Leases and the Guaranties, which obligations accrue from and after the date of the Closing.
Assignee’s Indemnification. Assignee shall indemnify, defend (with counsel reasonably satisfactory to Assignors) and hold Assignors free, clear and harmless from and against any and all claims, demands, suits, causes of actions, penalties, liabilities, costs, fees and expenses of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees and costs for the performance or nonperformance of Assignee’s obligations under the Lease, which accrued from and after the Effective Date.
Assignee’s Indemnification. Assignee hereby indemnifies and holds harmless and agrees to defend Assignor, the failed bank, and Assignor’s agents and employees (the “Indemnified Parties”) from and against any and all damages, liabilities, losses, costs, charges, liens, deficiencies and expenses of any nature (including, without limitation, reasonable attorneys’ fees and all other actual litigation costs) suffered or incurred by or assessed against the Indemnified Parties from and after the date hereof as a result of (i) Assignee’s failure to perform the assumed Obligations, or (ii) Assignee’s failure to pay the assumed liabilities identified in Section 2 above, or (iii) Assignee’s breach of any representation, warranty or covenant contained in this Assignment.
Assignee’s Indemnification. The Assignee hereby agrees to indemnify, defend, and hold Assignor and the Assignor’s respective officers, directors, agents, partners, members, managers, controlling entities, and employees (collectively, “Assignor Indemnitees”) harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees and expenses) (“Assignor Losses”) that any Assignor Indemnitee incurs or suffers as a result of or arising out of a breach of any of the Assignee’s representations, warranties, covenants or agreements in this Agreement, the Facility Agreement, the Notes or the Loans, provided that such indemnity shall not, as to any Assignor Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Assignor Indemnitee, or (y) result from a claim brought by the Company or an affiliate thereof against an Assignor Indemnitee for breach in bad faith of such Assignor Indemnitee's obligations under the Facility Agreement or under any other Facility Document, if the Company or such affiliate has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction provided, further however, notwithstanding anything contained herein to the contrary, the maximum aggregate liability of the Assignee to all Assignor Indemnitees taken together for all Assignor Losses under this Section 13 shall be limited to a maximum amount equal to the Purchase Price; provided, further, however, with respect to claims arising from fraud or intentional misrepresentation, such indemnification limit will not apply.
Assignee’s Indemnification. Assignee shall indemnify, defend (with counsel reasonably satisfactory to Assignor) and hold Assignor free and harmless of, from and against any and all liabilities, obligations, claims, demands, actions, causes of action, losses and costs and expenses (including, without limitation, all court costs and reasonable attorneys’ fees) as Assignor may suffer or incur by reason of or in connection with Assignee’s breach or default or asserted or claimed breach or default of any obligation to the counter-party under the Assigned Contracts (or any of them) to be performed thereunder from and after the Closing Date.
Assignee’s Indemnification. Assignee agrees to and hereby does indemnify, protect, defend, and hold Assignor, the officers, directors, and shareholders of Assignor, and all of their respective successors and assigns harmless from any and all claims, damages, losses, suits, proceedings, costs, and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "LOSSES"), both known or unknown, present and future, at law or in equity, arising out of, by virtue of, or in any way related to the breach by Assignee of (or Assignee's failure to timely perform) any or all of the obligations imposed on Assignee, as the owner of the Premises and the successor-in-interest to Assignor, under the Contracts, which obligations accrue after the date hereof.
Assignee’s Indemnification. Assignee shall indemnify, defend and hold harmless Assignor and Assignor’s employees, partners, subsidiaries, parents, affiliates, shareholders, officers, directors, attorneys, agents, and affiliates, and their predecessors, successors and assigns, from and against all liabilities, claims, losses, actions, damages, fines, costs, expenses, causes of actions and demands against them or any of them arising out of, or in any way connected with, Assignee’s obligations under the Licenses and Permits to the extent they first accrue and are applicable to a period on or after the Effective Date of this Assignment.
