Assumption and Indemnity Sample Clauses

Assumption and Indemnity. From and after the Closing, but without limiting Buyer’s rights to indemnity under this Agreement (including Section 12.03) or Buyer’s rights under any other express provision hereof, Buyer assumes and agrees to pay, perform and discharge all obligations and Liabilities with respect to the Assets regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including: (i) all obligations (whether arising by Law or by contract) to properly plug and abandon all Xxxxx and dismantle, decommission or remove all personal property, fixtures and related equipment included in the Assets and now located on the Lands covered by or attributable to the Leases, Xxxxx or other Assets or hereafter placed thereon, and all such obligations to cleanup and restore such lands; (ii) all Liabilities attributable to the Assets arising from, attributable to or alleged to be arising from or attributable to, a violation of, or the failure to perform any obligation imposed by, any Environmental Law; (iii) all obligations applicable to the lessee under any of the Leases; and (iv) any obligations or Liabilities arising out of Section 10.05. All such assumed obligations and Liabilities described above in this Section 12.01 being hereinafter collectively referred to as the “Assumed Obligations”; provided, however, that Buyer does not assume (and the Assumed Obligations hereunder shall not include) any Retained Liabilities.

Assumption and Indemnity. SUBJECT TO THE OTHER PROVISIONS HEREIN, BUYER SHALL ASSUME ALL RISK OF LOSS WITH RESPECT TO ANY CHANGE IN THE CONDITION OF THE ASSETS FROM AND AFTER THE EFFECTIVE TIME (EVEN THOUGH DUE IN WHOLE OR IN PART TO SELLER'S NEGLIGENCE). BUYER AGREES TO ASSUME AND PAY, PERFORM, FULFILL AND DISCHARGE ALL ASSUMED OBLIGATIONS, AND AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION OR JUDGMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS ATTRIBUTABLE TO OR ARISING OUT OF THE ASSUMED OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY INTEREST, PENALTY, REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF. TO THE EXTENT NOT INCLUDED IN ASSUMED OBLIGATIONS AND SUBJECT TO THE OTHER PROVISIONS HEREIN, SELLER AGREES TO PAY, PERFORM, FULFILL AND DISCHARGE ALL COSTS, EXPENSES AND LIABILITIES INCURRED BY SELLER WITH RESPECT TO THE OWNERSHIP OR OPERATION OF SELLER'S INTEREST IN THE ASSETS AND ACCRUING PRIOR TO THE EFFECTIVE TIME EVEN THOUGH ASSERTED AFTER THE EFFECTIVE TIME, AND AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION OR JUDGMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS ATTRIBUTABLE TO OR ARISING OUT OF SUCH OBLIGATIONS OF SELLER, INCLUDING, WITHOUT LIMITATION, ANY INTEREST, PENALTY, REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF. FOR EXAMPLE, WITH RESPECT TO OPERATIONS COMMITTED TO BY SELLER AND COMMENCED PRIOR TO THE EFFECTIVE TIME, BUT NOT COMPLETED UNTIL AFTER THE EFFECTIVE TIME, THE COSTS ACCRUING WITH RESPECT THERETO PRIOR TO THE EFFECTIVE TIME SHALL BE THE OBLIGATION OF SELLER AND THE COSTS ACCRUING WITH RESPECT THERETO AFTER THE EFFECTIVE TIME SHALL BE THE OBLIGATION OF BUYER. WITHOUT LIMITING THE PARTIES' RESPECTIVE REPRESENTATIONS IN SECTIONS 4.1(f) AND 5.1(f) HEREOF, EACH PARTY HEREBY AGREES TO INDEMNIFY AND HOLD THE OTHER HARMLESS FROM AND AGAINST ANY CLAIM FOR A BROKERAGE OR FINDER'S FEE OR COMMISSION IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO THE EXTENT SUCH CLAIM ARISES FROM OR, IS ATTRIBUTABLE TO THE ACTIONS OF SUCH INDEMNIFYING PARTY, INCLUDING, W...

Assumption and Indemnity. The Assignee hereby accepts the assignment contained in Section 2 hereof. The Assignee hereby agrees to fully indemnify and save harmless the Assignor from and against any and all Claims arising from or in connection with, or resulting from, (i) any breach by the Assignee of its obligations under the Permitted Encumbrances from and after Closing and/or any act or omission of the Assignee or those for whom the Assignee is legally responsible with respect to the Permitted Encumbrances occurring from and after Closing, and (ii) the failure by the Assignee to obtain the necessary consents or approvals for the assignment of the Permitted Encumbrances.

Assumption and Indemnity. The Assignee hereby accepts the assignment and transfers contained in Section 2 hereof and covenants and agrees with the Assignor that, from and after the date hereof, the Assignee will observe, perform and fulfill each and every covenant, proviso, obligation, term and condition of the Assignor in, to and under the Assigned Contracts that is applicable at any time from and including the date of this Agreement to the same extent as if it and the Assignor had both been originally jointly named as a party to the Assigned Contracts in the place of the Assignor (or the Assignor’s predecessor in title, if applicable). The Assignee hereby agrees to fully indemnify and save harmless the Assignor from and against any and all liabilities, damages, costs, expenses, causes of action, suits, claims and judgments arising from or in connection with, or resulting from, any breach by the Assignee of its obligations hereunder and/or any act or omission of the Assignee or those for whom the Assignee is legally responsible with respect to the Assigned Contracts or the Property.

Assumption and Indemnity. Assignee hereby (a) assumes and takes ------------------------ responsibility for all damages, losses, costs, claims, liabilities, expenses, demands, and obligations of any kind or nature whatsoever attributable to the Contracts, the Licenses and Permits and Intangible Property arising or accruing after the date hereof and (b) agrees to indemnify, defend and hold harmless Assignor from all damages, losses, costs, claims, liabilities, expenses, demands, and obligations of any kind or nature whatsoever attributable to the Contracts, Licenses and Permits and Intangible Property arising or accruing on or after the date hereof. Assignor agrees to indemnify, defend and hold harmless Assignee from all damages, losses, costs, claims, liabilities, expenses, demands, and obligations of any kind or nature whatsoever attributable to the Contracts, Licenses and Permits and Intangible Property arising or accruing before the date hereof.

Assumption and Indemnity. The Assignee hereby accepts the assignment contained in Section 2 hereof and covenants and agrees with the Assignor that, from and after the date hereof, the Assignee will observe, perform and fulfill each and every covenant, proviso, obligation, term and condition of, or applicable to, the Assignor under the Assigned Hotel Contracts that is applicable and to be observed, performed or fulfilled any time from and including the date of this Agreement (as well as those to be observed, performed or fulfilled any time prior to the date of this Agreement where such matter has been adjusted between the parties as part of the Purchase Price or in accordance with the statement of adjustments agreed upon by the parties). The Assignee hereby agrees to fully indemnify and save harmless the Vendor from and against any and all Claims arising at any time after Closing from or in connection with, or resulting from: (i) any breach by the Assignee of its obligations under the Assigned Hotel Contracts and/or any act or omission of the Assignee or those for whom the Assignee is legally responsible with respect to the Assigned Hotel Contracts (other than those financial covenants in respect of which there has been an adjustment in favour of the Assignor as part of the Purchase Price or in accordance with the statement of adjustments agreed upon by the parties); (ii) the failure by the Assignee to obtain the necessary consents or approvals for the assignment of the Assigned Hotel Contracts or the sale of the Hotel; and (iii) the termination of any of the Assigned Hotel Contracts.

Assumption and Indemnity. (a) Upon the Closing, Purchaser hereby assumes responsibility for and agrees to pay, perform and discharge all of the following (collectively, the "Assumed Obligations"): (i) all duties and obligations of Sellers arising out of or in connection with the ownership or operation of the Interests on or after the Closing Date, including (A) all costs, expenses, liabilities, claims and obligations assumed or otherwise agreed to be paid by Purchaser pursuant to the terms of this Agreement, excluding, however, any Environmental Liabilities (as defined below in this Section 9.6(a), such Environmental Liabilities, to the extent assumed by Purchaser, being exclusively addressed in clause (ii) below in this Section 9.6(a) and (B) all obligations regarding site clearance, plugging, abandoning, and removing all existing and any future Wxxxx, platforms, facilities and pipelines located on or used in connection with the Interests in accordance with the requirements of all applicable governmental authorities and the terms of all applicable Leases and Contracts (such obligations in this clause (B) being the "Abandonment and Clean-up Obligations"); (ii) all Environmental Liabilities (as defined below in this Section 9.6(a)), whether accruing prior to, on or after the Closing Date; and (iii) the prompt and complete payment, performance and discharge of all obligations and liabilities of Sellers attributable to or arising out of any of the Leases and any of the Contracts listed on Schedule 1-C (the "Assumed Contracts") for the period from and after the Closing, to the extent such liabilities and obligations are (A) attributable to or arise out of the ownership, use or operation of the Interests, (B) attributable to the period of time on or after the Closing Date, and (C) are not the result of any default of or failure to perform by any Seller under any of the Assumed Contracts as to any point in time prior to the Closing; provided, however, notwithstanding anything contained in clauses (i), (ii) or (iii) of this Section 9.6(a) to the contrary, Purchaser shall not assume and shall have no liability (contingent or otherwise) whatsoever with respect to the Retained Obligations (as defined in Section 9.6(b)) or any matter with respect to which any Seller has indemnified Purchaser pursuant to clause (ii) of Section 9.6(d).

Assumption and Indemnity. Seller agrees to perform all duties and obligations related to the Purchased Assets arising from or attributable to the period prior to the Closing Date, and except (i) may be the express obligation of Purchaser pursuant to an express provision of the Purchase Agreement, or (ii) for any item for which Purchaser received a credit at Closing (as defined in the Purchase Agreement) (to the extent of such credit), Seller agrees to indemnify, defend, and hold harmless Purchaser, on Purchaser’s demand, for, from, and against any claims related to the Purchased Assets arising from or attributable to the period prior to the Closing Date. Purchaser assumes and agrees to perform all duties and obligations related to the Purchased Assets arising from or attributable to the period from and after the Closing Date, and except (a) may be the express obligation of Seller pursuant to an express provision of the Purchase Agreement and with respect to which Purchaser did not receive a credit at Closing, or (b) for any item for which Seller received a credit at Closing (to the extent of such credit), Purchaser agrees to indemnify, defend, and hold harmless Seller, on Seller’s demand, for from, and against any claims related to the Purchased Assets arising from or attributable to the period from and after the Closing Date.

Assumption and Indemnity. 42 --------------------------------------- 17.1 Assumed Obligations............................................................................42 ---- -------------------- 17.2 Buyer's Indemnity..............................................................................42 ---- ------------------ 17.3 Seller's Indemnity.............................................................................43 ---- ------------------- 17.4 Stipulation Regarding Express Negligence And Fault.............................................43 ---- --------------------------------------------------- 17.5 Broker or Finder's Fee.........................................................................43 ---- ----------------------- 17.6 Indemnification Procedures.....................................................................44 ---- -------------------------- Article 18 . - GAS IMBALANCES............................................................................45 ----------------------------- Article 19 . - TRANSITION................................................................................45 ------------------------- Article 20 . - MISCELLANEOUS.............................................................................46 ---------------------------- 20.1 Receivables and other Excluded Funds...........................................................46 ---- ------------------------------------- 20.2 Public Announcements...........................................................................46 ---- --------------------- 20.3 Filing and Recording of Assignments, etc.......................................................46 ---- ----------------------------------------- 20.4 Further Assurances and Records.................................................................46 ---- ------------------------------- 20.5 Notices........................................................................................48 ---- -------- 20.6 Expenses.......................................................................................48 ---- --------- 20.7 Waiver.........................................................................................49 ---- ------- 20.8 Binding Effect; Assignment.....................................................................49 ---- --------------------------- 20.9 Taxes..........................................................................................49 ---- ------ 20.10 Audits............................................................

Assumption and Indemnity. (a) It is understood and agreed that, by its execution hereof, Assignee hereby assumes and agrees to perform all of the terms, covenants and conditions of the Leases, on the part of the lessor therein required to be performed from and after the date hereof including, but not limited to, the obligation to repay, in accordance with the terms of such Leases, to such lessees, all security deposits (to the extent such security deposits are delivered to Assignee by Assignor pursuant to this Assignment) required to be repaid by the terms thereof and to indemnify, save and hold harmless Assignor from any and all liability, claims or causes of action, loss, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to Assignee’s failure to perform any of the obligations of Assignor arising under the Leases from and after the date hereof, or the claims of any tenants to security deposits, prepaid rents, future rent concessions or rebates which are transferred to Assignee by Assignor pursuant to this Assignment. (b) It is understood and agreed that, by its execution hereof, Assignee hereby assumes and agrees to perform all of the terms, covenants and conditions contained in all Contracts and such other documents and instruments assigned hereunder from and after the date hereof, to discharge any and all such obligations of Assignor under said Contracts, documents and instruments promptly and to indemnify, save and hold harmless Assignor from any and all liability, claims, causes of action, or expense (including reasonable attorneys’ fees) existing in favor of or asserted or claimed by other parties to said documents or instruments, arising out of or relating to Assignee’s failure to perform any of the obligations of Assignor under the Contracts and such other documents and instruments herein assigned from and after the date hereof. (c) It is understood and agreed that, by its execution hereof, Assignor hereby agrees to indemnify, save and hold harmless Assignee from any and all liability, claims or causes of action, loss, cost or expense (including reasonable attorneys’ fees) arising out of or relating to Assignor’s failure to perform any of the obligations of Assignor under the Leases prior to the date hereof. Assignor hereby further agrees to indemnify, save and hold harmless Assignee from any and all liability, claims, causes of action, or expense (including reasonable attorneys’ fees) existing in favor of or asserted or claimed by other par...