Assignor Indemnification Clause Samples
The Assignor Indemnification clause requires the party transferring rights or obligations (the assignor) to compensate the other party for any losses, damages, or liabilities arising from the assignor's actions or breaches prior to the assignment. In practice, this means if the assignor failed to fulfill certain obligations or caused harm before the assignment took effect, they remain responsible for those issues even after the assignment is completed. This clause ensures that the assignee is protected from pre-existing problems and allocates the risk of past conduct to the assignor, thereby promoting fairness and clarity in the transfer process.
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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, 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 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 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 Declaration arising by virtue of acts or omissions by Assignor which have accrued or occurred prior to the date hereof.
Assignor Indemnification. Except as set forth in the APA, 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 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 Hotel License Agreement 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) and/or required to be performed by Assignor under the Leases 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 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. 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.
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 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.