ASSIGNEE'S INDEMNITIES Clause Samples

ASSIGNEE'S INDEMNITIES. Assignee agrees to indemnify and hold harmless Assignor, its subsidiaries, affiliates, officers, directors, shareholders, employees, agents, representatives and attorneys, from and against any and all loss, liability, claim, damage and expense whatsoever (including attorneys' fees) directly or indirectly arising out of, based upon, resulting from or otherwise relating to (a) any act or omission of Assignee or any of its representatives after the Closing Date, which constitutes negligence or wilful misconduct, in connection with the Loan Documents, the Assigned Rights or otherwise, (b) the failure to make any advance of principal or interest on a Loan after the Closing Date that was required to be made after the Closing Date (but not as to any such advance that, pursuant to the terms of the applicable Loan Documents, was required to be made on or before the Closing Date), (c) the material inaccuracy of any of Assignee's representations or warranties contained in Section 6, (d) the material breach of any of Assignee's covenants herein, (e) any commissions, finder's fees or similar fees due or claimed by any broker, agent or salesperson claimed directly against Assignor as a result of an agreement entered into by Assignee, or (f) actions taken by Assignor which are specifically requested by Assignee under Section 7(e) hereof.

ASSIGNEE'S INDEMNITIES. Subject to Section 17, Assignee agrees to indemnify and hold harmless Assignor, its subsidiaries, affiliates, officers, directors, shareholders, employees, agents, representatives and attorneys, from and against any and all loss, liability, claim, damage and expense whatsoever (including reasonable, out-of-pocket attorneys’ fees and costs) directly or indirectly arising out of, based upon, resulting from or otherwise relating to (a) any act or omission of Assignee or any of its affiliates on or after the Closing Date in connection with the Note Documents, the Assigned Rights or otherwise, including, but not limited to, any action taken by Assignee in connection with any Note Documents after the Closing Date, (b) the inaccuracy of any of Assignee’s representations or warranties herein, (c) the breach of any of Assignee’s covenants or other obligations in this Agreement or in the Note Documents, (d) any commissions, finder’s fees or similar fees due or claimed by any broker, agent or salesperson claimed directly against either Assignor or Assignee or as a result of an agreement entered into by Assignee or (e) the transfer being voided under the Intercreditor Agreement as a result of the materials submitted by FMC as to their status as a Qualified Equity Holder having been false or the failure of FMC to timely deliver any post-transfer deliverables required to be delivered by Assignee, FMC or any of their affiliates pursuant to the Intercreditor Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, FMC OPERATING PARTNERSHIP LP, a Delaware limited partnership, shall guaranty payment of any of Assignee’s indemnity obligations arising out of the foregoing clause (e). The parties hereto agree to treat any indemnification payment under this Section 12 as an adjustment to the Purchase Price for U.S. federal and applicable state income tax purposes.