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, any of the Operative Agreements or any of the Receivable 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 or any of the Receivable 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...
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:
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. ASSIGNEE shall indemnify, defend and hold ASSIGNOR harmless from and against any and all Claims caused by, resulting from or incidental to:
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 Documents in respect of or to the extent attributable to the period from and after the Effective Time on the Closing Date.
Assignee’s Indemnity. Xx xxxxxxx Assignor and Assignee, Assignee shall be responsible for the performance of all obligations of the lessee under the Lease accruing from and after the Assignment Date (except 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, indemnify 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. Further, Assignee hereby agrees to indemnify Assignor and hold Assignor harmless from any claims, loss, damage, liability, cost or expense (including, without limitation, reasonable attorney’s fees and costs) pertaining to the Leases arising and accruing on or after the Transfer Date.
Assignee’s Indemnity. Assignee shall indemnify, defend and hold harmless Assignor and Assignor’s employees, partners, members, 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 action and demands against them or any of them arising out of, or in any way connected with, Assignee’s obligations relative to the Other Intangible Property to the extent they first accrue and are applicable to a period on or after the Effective Date of this Assignment.
