Assignor Indemnification. Assignor hereby agrees to indemnify, ------------------------ defend and hold harmless Assignee from and against any loss, cost, damage, or expense arising from or in connection with any liability or obligation related to the Permits, Contracts and Leases arising by virtue of acts or omissions by Assignor which have accrued or occurred prior to the date hereof.
Assignor Indemnification. Assignor shall be responsible for the full and timely performance of all obligations of Assignor with respect to the Assigned Interests to the extent such obligations arise from any event, act or omission occurring (or alleged to have occurred) prior to the Closing, and Assignor shall indemnify, defend and protect Assignee from and against all claims, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs, whether suit is instituted or not) hereafter made against or incurred by Assignee arising from such obligations.
Assignor Indemnification. Assignor hereby agrees to defend, indemnify, save and hold Assignee, and its directors, officers, partners, members, depositors, beneficiaries, employees and agents, and parent, subsidiary and affiliate corporations and each of their respective successor and assigns harmless from and against any and all liabilities, obligations, claims, damages, judgments, and expenses, including reasonable attorneys fees, arising from any and all claims, suits, or actions or causes of action made by any person, firm, associations, corporation, organization, partnership, venture or governmental entity for monies now or hereafter owed or claimed to be owed to them with respect to security deposit obligations or lease obligations of landlord/lessor under the Leases required to be performed prior to the Proration Date, including any reconciliation or audit claims for all years prior to the Proration Date.
Assignor Indemnification. Assignor shall be responsible for the full and timely performance of all obligations of Assignor with respect to the Assigned Interests to the extent such obligations arise from any event, act or omission occurring (or alleged to have occurred) and/or required to be performed by Assignor prior to the Closing, and Assignor shall indemnify, defend and protect Assignee from and against all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs, whether suit is instituted or not) hereafter made against or incurred by Assignee arising from such obligations.
Assignor Indemnification. Assignor agrees to indemnify and hold Assignee harmless from and against all loss, cost, damage and expense, including, without limitation, reasonable attorneys’ fees, arising out of any act, omission or default by Assignor under the Contracts arising before the Effective Date.
Assignor Indemnification. Assignor shall defend, hold harmless and indemnify Assignee from, for, of and against any and all direct and indirect, known and unknown, obligations, actions, liabilities, judgments, claims, demands, losses, including consequential losses, damages, costs, including costs of defense, expenses and fees (including reasonable attorneys’ fees and costs) arising out of or relating to any breach or default by Assignor or YHI under the Agreement with respect to the Assigned Rights occurring before the date of this Assignment.
Assignor Indemnification. Assignor shall be responsible for the full and timely performance of all obligations of Assignor with respect to the Assigned Interests prior to the Effective Date, and Assignor shall indemnify, hold harmless, defend and protect Assignee from and against all claims, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs, whether suit is instituted or not) hereafter made against or incurred by Assignee arising out of, in connection with or relating to any event, act or omission occurring (or alleged to have occurred), or accruing under the Lease prior to the Effective Date (whether known or unknown).
Assignor Indemnification. As of the Assignment Date, Assignor shall indemnify, save, defend (at Assignee's option and with counsel reasonably acceptable to Assignee, except to the extent a Claim is defended by Assignor's insurance company and such company expressly prohibits Assignor or Assignee from approving such counsel) and hold Assignee and Assignee's affiliates, successors and assigns, and their respective directors, officers, shareholders and employees (collectively, the "Assignee Parties") harmless from and against any and all Claims arising out of, by virtue of or in any way related to (i) the breach by Assignor (or Assignor's failure to timely perform) any or all of the obligations imposed on the "Tenant" under the Lease, which obligations accrued as of or prior to the Assignment Date, including, without limitation, with respect to the condition of the Premises; and (ii) Assignor's access of the Premises during the Early Access Period for the Data Center Move and performance of the Data Center Move. As of the Assignment Date, Assignor hereby releases, remises, acquits and forever discharges Assignee and the Assignee Parties from and against any and all Claims arising out of or in any way relating to the obligations imposed on the "Tenant" under the Lease, which obligations accrued as of or prior to the Assignment Date (except to the extent any Claims are the result of the acts, omissions, negligence or intentional misconduct of any of the Assignee Group during the Early Access Period), or arising from the actions of any of the Assignor Parties (as defined below) with respect to this Lease or the Premises as of or prior to the Assignment Date, provided, however, that the foregoing release shall not apply to any default or breach by Assignee of its obligations under this Agreement.
Assignor Indemnification. Subject to the limitations set forth in this Section 7, Assignor shall indemnify and hold harmless Assignee and its Subsidiaries and affiliates and their respective officers, directors, and employees (each of the foregoing being referred to individually as an “Assignee Indemnified Party” and collectively as “Assignee 4 Indemnified Parties”, and, together with the Assignor Indemnified Parties, “Indemnified Parties”) from and against any and all Losses directly or indirectly, whether or not due to a third-party claim, arising out of or resulting from (i) the conduct or operation of the business of MedAvail or (ii) the conduct or operation of the business of Assignor or any Subsidiary thereof following the Effective Time. For purposes of this Section 7, “Indemnifying Party” means the Party from whom indemnification is sought by an Indemnified Party.
Assignor Indemnification. Assignor shall and does hereby indemnify and save Assignee harmless from and against any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs and expenses of every nature whatsoever and relating to the Excluded Assets or Excluded Liabilities.
