Assignee’s Indemnity. Assignee hereby agrees to indemnify, protect, defend and hold Assignor harmless from and against and any all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or resulting from any breach or default by Assignee under the terms of the Leases and Contracts arising on or after the Effective Date.
Assignee’s Indemnity. Assignee hereby covenants and agrees upon demand of Assignor to pay and assume liability for, and indemnify, protect, defend, save and keep harmless, Assignor and each of its Affiliates and in each such case their respective directors, officers, employees and agents (the "Assignor Indemnitees"), on an After-Tax Basis, from and against any and all Damages which at any time or from time to time may be imposed upon, incurred by or asserted against the Assignor Indemnitees in any way relating directly or indirectly to, or arising out of, (i) any inaccuracy or breach of any representation or warranty made by Assignee or any of its Affiliates under this Agreement or any Ancillary Agreement to which it or any of its Affiliates is a party, (ii) the ownership, leasing, use or operation of any Transferred Interest on or after the Effective Time applicable to such Transferred Interest including, without limitation, any obligations relating to the Trust Estate or any of the Operative Agreements relating to such Transferred Interest which arise from acts, omissions, events or circumstances occurring or accruing on or after the Effective Time with respect to such Transferred Interest, (iii) the failure of Assignee or any of its Affiliates to perform or observe any of their respective obligations under this Agreement or any Ancillary Agreement to which it or any of its Affiliates is a party, (iv) any Assumed Liabilities or (v) any modification, amendment or other change to any of the Operative Agreements entered into by Assignee, or to which Assignee consents or forbears, in any such case without the prior written consent of Assignor (such consent not to be unreasonably withheld) that affects any of the Reserved Rights; provided, however, that with respect to any Transferred Interest which includes a Lease, such indemnification obligation shall only relate to modifications, amendments or other changes made or agreed to during the period beginning on the Effective Date applicable to such Transferred Interest and ending on the date that is twenty-four (24) months after the termination of the Lease included in such Transferred Interest (which period shall be deemed to include any renewals, extensions or continuations of such Lease). Notwithstanding the foregoing, (a) Assignee shall not be liable for any Damages to the extent that Assignor has a recovery available to it under any insurance policy which was in effect on or prior to the Effective Time; (b) Assignee shall not b...
Assignee’s Indemnity. Subject to Section 8.6, ASSIGNEE SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD ASSIGNOR HARMLESS from and against any and all Claims caused by, resulting from or incidental to:
8.3.1 ASSIGNEE’s Assumed Obligations, including without limitation, the Plugging and Abandonment Obligations and the Environmental Obligations;
8.3.2 If applicable, ASSIGNOR’s operation of the Property after the Effective Date as provided in Article 10 and under the Transition Services Agreement, except to the extent caused by ASSIGNOR’s gross negligence or willful misconduct;
8.3.3 Any obligations for brokerage or finder’s fee or commission incurred by ASSIGNEE before Closing in connection with its purchase of the Property;
8.3.4 Any violation by ASSIGNEE of state or federal securities laws, or ASSIGNEE’s dealings (including any dealings in breach of ASSIGNEE’s warranties and representations in Section 3.3.3) with its partners, investors, financial institutions, assignees and other third parties in connection with the transaction under this Agreement, or any subsequent sale or other disposition of the Property (or portion thereof) by ASSIGNEE, its Affiliates or assignees;
8.3.5 ASSIGNEE’s ownership or operation of any portion of the Property that is reconveyed or reassigned to ASSIGNOR pursuant to the terms of this Agreement; and
8.3.6 ASSIGNEE’s inspection of the Property before Closing pursuant to Sections 5.2 and 5.3. Notwithstanding anything to the contrary contained in this Agreement, ASSIGNEE shall not be obligated to release, indemnify, defend and hold ASSIGNOR harmless from and against any Claims caused by, resulting from or incidental to the matters listed in Sections 8.3.1, 8.3.2 or 8.3.5 unless and until the Closing occurs.
Assignee’s Indemnity. The Assignee agrees to indemnify and keep indemnified the Assignor from all liabilities, claims and demands whatsoever arising out of or in connection with the Timber Sale Agreement concerning acts or omissions which occur on or after the Assignment Date.
Assignee’s Indemnity. Except as otherwise provided in subsection (c) above Assignee shall indemnify, defend, protect and hold harmless Assignor from and against any and all Claims arising from or relating to (i) the Premises and/or the Lease that accrue on or after the Effective Date, (ii) any event or condition that occurs or exists on or with respect to the Lease and/or the Premises on or after the Effective Date, and (iii) Assignee’s breach of any obligations on Assignee’s part to be performed under the Lease. The provisions of this paragraph shall survive the expiration or termination of the Lease and this Assignment.
Assignee’s Indemnity. As between Assignor and Assignee, Assignee shall be responsible for the performance bf all obligations of the lessee under the Lease accruing from and alter the Assignment Date (exce~t as specifically set forth herein), for all liabilities arising from Assignee's use or occupancy of the Premises to the extent arising from and after the Effective Date and for all claims, costs, expenses and liabilities relating to Assignee's material breach of any term, condition, covenant or agreement of the Lease to be performed by Assignee from and after the Assignment Date, and Assignee agrees to protect, defend, indemiiify and hold harmless Assignor and Guarantor from any claims, losses, costs or expenses (including reasonable counsel fees) suffered or incurred by Assignor or Guarantor arising out of or resulting from any failure by Assignee to perform any such obligations, including without limitations the Hazardous Substances obligations of the Lease arising from Assignee's use of any such Hazardous Substances in the Premises. The foregoing indemnification shall include indemnity against all costs, expenses and liabilities reasonably incurred in connection with any such claim or proceeding brought thereon, and the defense thereof, and shall survive the cancellation or termination of this Assignment.
Assignee’s Indemnity. Assignee shall indemnify, defend and hold the Assignor harmless from and against any and all losses, liabilities, damages, costs and obligations, or actions or claims in respect thereof, including reasonable counsel fees, which the Assignor may suffer or incur arising out of or based upon:
(a) the breach of any representation, warranty, covenant or agreement of Assignee contained in this Agreement; and
(b) the Assignee's use of any of the Loan Documents after the Closing.
Assignee’s Indemnity. (i) Assignee hereby covenants and agrees upon demand of Assignor to pay and assume liability for, and indemnify, protect, defend, save and keep harmless, Assignor, on an after-tax basis, from and against any and all liabilities, taxes, fees, duties, charges, withholdings, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against Assignor or any of its Affiliates, agents, servants, representatives, directors or officers in any way relating to, resulting from or arising out of any inaccuracy or breach of any representation or warranty made by Assignee under this Agreement or the Assignment and Assumption Agreement (FAA), or any failure by Assignee to have observed or performed any of its obligations under or in connection with the Operative Agreements in respect of or to the extent attributable to the period from and after the Effective Time on the Closing Date.
(ii) Assignee hereby acknowledges and agrees that in the event Assignee shall cause any of the Operative Agreements to be modified or amended as a result of any action of Assignee in a manner that has an adverse effect upon the Reserved Rights as of the Effective Time on the Closing Date, Assignee shall indemnify, protect, defend, save and keep harmless, Assignor to the same extent as if such modification or amendment had not occurred.
Assignee’s Indemnity. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, its affiliates, beneficiaries, successors and assigns, and their respective partners, officers, shareholders, directors, members, managers, employees and agents (collectively, the “Assignor Indemnitees”) against any and all losses, liabilities, costs, expenses, fines, penalties and damages (including without limitation any damages or injury to persons, property or the environment as provided hereunder), or claims in respect thereof that are made against the Assignor Indemnitees or are suffered, sustained, incurred or paid by the Assignor Indemnitees and that arise out of, in connection with, or relate in any manner to either: (i) the Purchase Agreement, or (ii) Assignee’s breach of, default under or failure to perform any of its representations, warranties, covenants or obligations hereunder, except to the extent any of the foregoing are caused by the gross negligence or willful misconduct of any Assignor Indemnitees (each of the foregoing being hereinafter referred to as an “Assignor Claim”).
Assignee’s Indemnity. Except as otherwise provided in this Agreement, Assignee shall jointly and severally indemnify, hold harmless and defend Assignor and its respective directors, shareholders, officers, agents and employees (the "Assignor Indemnitees") from and against all Claims which any Assignor Indemnitee shall receive, suffer or incur after the date hereof arising out of or resulting from (a) the Bank Assets or Bank Liabilities accepted and assumed by Assignee hereunder, or (b) the breach of any representation, warranty or covenant made by Assignee in this Agreement.
