Assumption and Indemnification Sample Clauses

Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron shall indemnify, defend and hold harmless the Viasys Indemnitees from and (1) all Indemnifiable Losses arising from or relating to the Thermo Electron Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron based on information supplied by Thermo Electron in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron Group contained in this Agreement or any of the Ancillary Agreements. (b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys shall indemnify, defend and hold harmless the Thermo Electron Indemnitees from and against (1) all Indemnifiable Losses arising from or relating to the Viasys Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys based on information supplied by Viasys in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees. (c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron Business and the Viasys Business, Thermo El...

Assumption and Indemnification. From and after the Effective Date, the Assignee shall (a) be bound by the provisions of the statutes, as if the Assignee were a party thereto and a Member of the Company, and (b) indemnify the Company against any expense incurred by it in connection with the Assignee’ admission and substitution as a Member (including, by way of example rather than of limitation, any expense incurred in preparing and filing for record any amendment of the [statutes] or the [Company’s Articles of Organization], and any other instrument, if necessitated by the admission and substitution. WHEREOF, each party hereto has executed this Assignment or caused it to be executed on its behalf by its duly authorized representatives, the day and year first above written.

Assumption and Indemnification. (a) Subject to Section 4.1(c), from and after the Closing Date, HTE shall indemnify, defend and hold harmless each member of the DSI Group, each of their Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against all Indemnifiable Losses of any such member or Representative relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact contained in any Rights Offering Document or the omission or alleged omission to state in any of the Rights Offering Documents a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as any such statement or omission was made with respect to (i) a matter of historical fact relating to a member of the DSI Group or (ii) the present or future intentions of DSI or any member of the DSI Group, in reliance upon and in conformity with information furnished by DSI in writing specifically for use in connection with the preparation of the Rights Offering Documents and designated in such writing as having been so furnished. (b) Subject to Section 4.1(c), from and after the Closing Date, DSI shall indemnify, defend and hold harmless each member of the HTE Group, each of their Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against all Indemnifiable Losses of any such member or Representative relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact contained in any Rights Offering Document or the omission or alleged omission to state in any of the Rights Offering Documents a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that DSI will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made with respect to (i) a matter of historical fact relating to a member of the HTE Group or (ii) the present or future intentions of HTE or any member of the HTE Group, in reliance upon and in conformity with information furnished by HTE in writing specifically for use in connection with the preparation of the Rights Offering Documents and designated in such writing as having been so furnished. (c) If an Indemnitee realizes a Tax benefit or detriment by reason of havin...

Assumption and Indemnification. (a) Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance, shall be deemed to have agreed) (i) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties after the Effective Date (including, without limitation, those arising under the Contracts), and (ii) to indemnify and hold Seller (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties before or after the Effective Date for which Seller does not indemnify Buyer as provided in Section 13(b) including but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding the provisions of Section 13(b), it is specifically understood and agreed that such duties, obligations and liabilities arising out or otherwise relating to the ownership and/or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. Should any conflict exist or appear to exist between this Section and Section 12 above, this Section shall control. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDIN...

Assumption and Indemnification. (a) Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance shall be deemed to have agreed) (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(d) above), and (b) to indemnify and hold each Seller, its parent and subsidiary companies and other affiliates, and its and their directors, officers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties after the Effective Date shall include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable environmental laws, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of when the events occurred which give rise to such condition (and regardless of whether any Seller, its officers, employees, agents or other representatives, were wholly or partially negligent or otherwise, at fault), and the above provided for assumptions and indemnifications by Buyer shall expressly cover and include such matters so arising out of such condition. Buyer also assumes, and agrees to timely pay and perform, and to indemnify Sellers with respect to, all obligations and liabilities with respect to any sales and/or use tax that may be applicable to the transaction contemplated by this Agreement. This indemnifications contained in this Section 14 expressly includes any claims that arise as a result of strict liability. (b) Subject to the terms and conditions of this Section 14, Sellers shall severally (and not jointly and severally) indemnify...

Assumption and Indemnification. (a) Subject to Section 4.02 hereof, the Tax Sharing Agreement and Article VII hereof, from and after the Distribution Date, Xxxxxx shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each Healthcare Services Individual and each member of the Healthcare Services Group, and each of their Representatives and Affiliates, from and against, (1) all liabilities for third party claims relating to, arising out of or due to, directly or indirectly, the service by any Healthcare Services Individual as an officer, director or employee of any member of the Xxxxxx Group prior to the Distribution, except to the extent covered by insurance and provided such indemnification would be permitted by law if such officer, director or employee made a claim for indemnification, (2) all Liabilities of the Xxxxxx Group under this Agreement or any of the Other Agreements, and (3) all Indemnifiable Losses of any such Healthcare Services Individual, member of the Healthcare Services Group, Representative or Affiliate relating to, arising out of or due to, directly or indirectly, the Xxxxxx Assets, the Xxxxxx Liabilities, the Xxxxxx Business, the Xxxxxx Individuals or the Xxxxxx Group's Representatives, whether relating to or arising out of occurrences prior to, on or after the Distribution Date. (b) Subject to Section 4.02 hereof, the Tax Sharing Agreement and Article VII, and except as specifically provided in Section 4.03(a) hereof, from and after the Distribution Date, Ventiv shall assume, and shall indemnify, defend and hold harmless each Xxxxxx Individual and each member of the Xxxxxx Group, and each of their Representatives and Affiliates, from and against, (1) all Liabilities of the Healthcare Services Group under this Agreement or any of the Other Agreements and (2) all Indemnifiable Losses of any such Xxxxxx Individual, member of the Xxxxxx Group, or any Representative or Affiliate of the Xxxxxx Group relating to, arising out of or due to, directly or indirectly, the Healthcare Services Assets, the Healthcare Services Liabilities, the Healthcare Services Business, the Healthcare Services Employees or the Healthcare Services Group's Representatives, whether relating to or arising out of occurrences prior to or after the Distribution Date. (c) If an Indemnitee realizes a Tax benefit or detriment by reason of having incurred an Indemnifiable Loss for which such Indemnitee receives an Indemnity Payment from an Indemnifying Party or by reason o...

Assumption and Indemnification. (a) Subject to Sections 4.02 and 4.03(c) and except as expressly provided in the Ancillary Agreements, from and after the Distribution Date, Sun and Sabra shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each member of the New Sun Group, and each of their Representatives and Affiliates, from and against, (i) all Sabra Liabilities, (ii) the use and operation of the Sabra Assets by Sabra following the Distribution, (iii) all Losses arising from or relating to or due to the failure to pay, perform or discharge in due course the Sabra Liabilities by any member of the Sabra Group who has an obligation with respect thereto and (iv) all Losses arising from or relating to any breach or violation of the covenants made in this Agreement by Sabra. (b) Subject to Sections 4.02 and 4.03(c) and except as expressly provided in the Ancillary Agreements, from and after the Distribution Date, New Sun shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless the Sabra Indemnified Parties from and against, (i) all New Sun Liabilities, (ii) the use and operation of the New Sun Assets by New Sun following the Distribution, (iii) any and all Losses arising from or relating to or due to the failure to pay, perform or discharge in due course the New Sun Liabilities by any member of the New Sun Group who has an obligation with respect thereto and (iv) all Losses arising from or relating to any breach or violation of the covenants made in this Agreement by New Sun. (c) The amount which an Indemnifying Party is required to pay to any Indemnitee pursuant to Sections 4.03(a) or (b) shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds and other amounts (including, without limitation, amounts received from Third Parties in respect of other indemnification or contribution obligations of Third Parties) actually recovered by such Indemnitee in reduction of the related Indemnifiable Loss, it being understood and agreed that each member of the Sabra Group and the New Sun Group shall use its commercially reasonable efforts, at the expense of the Indemnifying Party, to collect any such proceeds or other such amounts to which it or any of its Subsidiaries is entitled, without regard to whether it is the Indemnitee hereunder. If an Indemnitee receives an Indemnity Payment in respect of an Indemnifiable Loss and subsequently receives Insurance Proceeds or other amounts in respect of such I...

Assumption and Indemnification. 18 18. Environmental Assessment and Indemnification by Buyer . . 19

Assumption and Indemnification. (a) Assignee hereby assumes and agrees to pay, perform and discharge, as and when due, all of Assignor’s liabilities and obligations under the Building 3 Lease arising and accruing from and after the date hereof. (a) Assignee hereby agrees to indemnify, defend and hold harmless Assignor from and against all of Assignor’s obligations and liabilities under and with respect to the Building 3 Lease and the Premises arising or accruing from and after the date hereof. (b) Assignor hereby agrees to indemnify, defend and hold harmless Assignee from and against all of Assignor’s obligations and liabilities under and with respect to the Building 3 Lease and the Premises arising or accruing prior to the date hereof.

Assumption and Indemnification. (a) FROM AND AFTER CLOSING, BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLERS AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES FROM AND AGAINST ALL LOSSES (as defined below in Subsection 11.1(d)) INCURRED OR SUFFERED BY SELLER: (i) CAUSED BY OR ARISING OUT OF OR RESULTING FROM THE OWNERSHIP, USE OR OPERATION OF THE OIL AND GAS PROPERTIES, ON OR AFTER THE EFFECTIVE DATE (INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO PLUG AND ABANDON ANY INACTIVE WELL THAT IS PART OF THE OIL AND GAS PROPERTIES OR TO REMEDIATE ANY ENVIRONMENTAL CONDITION WHETHER SUCH ENVIRONMENTAL CONDITION AROSE PRIOR TO OR AFTER THE EFFECTIVE DATE, BUT EXCLUDING THOSE LOSSES ASSUMED BY SELLERS IN SECTION 7.4(b)(i)), (ii) CAUSED BY OR ARISING OUT OF OR RESULTING FROM BUYER’S BREACH OF ANY OF BUYER’S COVENANTS OR AGREEMENTS CONTAINED IN ARTICLE VII, OR (iii) CAUSED BY OR ARISING OUT OF OR RESULTING FROM ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY BUYER CONTAINED IN ARTICLE VI OF THIS AGREEMENT. Upon and after Closing, Buyer shall assume and perform all the rights, duties, obligations and liabilities of ownership and operation of the Oil and Gas Properties that arise or accrued after the Effective Date including, without limitation: (i) all of Sellers’ express and implied obligations and covenants after the Effective Date under the terms of the Leases, the Contracts, and all other orders, rules and regulations to which the Oil and Gas Properties are subject; (ii) responsibility for all royalties, overriding royalties, rentals, shut-in payments and other burdens or encumbrances to which the Oil and Gas Properties are subject accruing after the Effective Date; (iii) responsibility for compliance with all applicable Laws pertaining to the Oil and Gas Properties, and the procurement and maintenance of all permits required by public authorities in connection with the Oil and Gas Properties after the Effective Date; and (iv) all other obligations assumed by Buyer under this Agreement. With respect to non-operating interests in the Oil and Gas Properties being transferred to Buyer under this Agreement, Buyer shall assume full responsibility and liability for that portion of the foregoing rights, duties, obligations and liabilities for which non-operators are responsible. Sellers remain responsible for all costs, expenses and liabilities incurred by Sellers in connection with the ownership or operation of the Oil and Gas Properties before the Effective Date, excep...