Assumption Indemnification Sample Clauses
The Assumption; Indemnification clause establishes that one party agrees to take on certain responsibilities or liabilities and to compensate the other party for any losses or damages arising from those assumed obligations. In practice, this means that if a specified event occurs—such as a third-party claim or a breach related to the assumed responsibilities—the indemnifying party must cover legal costs, damages, or other expenses incurred by the indemnified party. This clause is essential for allocating risk between the parties, ensuring that the party best positioned to manage or control certain risks bears the financial consequences if those risks materialize.
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Assumption Indemnification. Commencing on the Commencement Date, Sublandlord assigns to Subtenant all rights and privileges of Sublandlord under the Lease, and Subtenant assumes all obligations of Sublandlord under the Lease arising after the Commencement Date, and shall perform and observe all covenants, agreements, conditions, and other provisions of the Lease which are to be performed and observed on the part of Sublandlord as tenant under the Lease, including without limitation the curing of all defaults of Subtenant within the applicable grace periods, if any. Sublandlord shall be entitled to pursue all rights and remedies against Subtenant under this Sublease which Landlord is entitled to pursue against Sublandlord under the Lease, including without limitation rights to terminate the Sublease, evict the Subtenant and claim damages, and Subtenant indemnifies and holds Sublandlord, its successors and assigns harmless from and against any and all claims, losses, liabilities, actions, and expenses, including reasonable attorney's fees, arising from any failure by Subtenant to perform any and all obligations assumed or otherwise undertaken hereunder by Subtenant or from any other act, omission or negligence of Subtenant.
Assumption Indemnification. Ceding Company hereby agrees to sell, cede and convey all of its right, title and interest in and to the Policies to Reinsurer, and Reinsurer, subject to the terms and conditions set forth herein, hereby agrees to accept and reinsure, on an assumption basis, all (100%) of the Insurance Liabilities and the Other Liabilities, but no other liabilities or obligations of any nature whatsoever, fixed or contingent, known or unknown. Without limiting the foregoing, Reinsurer shall not 8 accept and reinsure the Excluded Liabilities or Extra Contractual Obligations arising out of or with respect to the Policies. Ceding Company will indemnify and hold harmless the Reinsurer in accordance with the terms of the Asset Purchase Agreement against all liabilities other than the Insurance Liabilities and the Other Liabilities.
Assumption Indemnification. Assignee assumes and agrees to perform any and all obligations and duties of Assignor as Seller of the Real Property under the Service Contracts arising on or after the date hereof. Assignee indemnifies and agrees to hold Assignor harmless from and against any defaults or other liabilities (including, without limitation, court costs and attorneys’ fees) under any of the Service Contracts relating to circumstances which are incurred or which accrue at any time on and after the date hereof.
Assumption Indemnification. Section 10.1 [Reserved]
Assumption Indemnification. Assignee hereby assumes the covenants, agreements and obligations of Assignor as landlord or lessor under the Leases as of the date of this Assignment, and Assignee further assumes all liability of Assignor for the proper refund or return of the Security Deposits if, when and as required by the Leases. Assignee hereby assumes the covenants, agreements and obligations of Assignor under the Service Contracts which are applicable to the period and required to be performed from and after the date of this Assignment, but not otherwise. Assignee shall indemnify and hold Assignor harmless from and against any and all losses, claims, damages and/or liabilities (including, without limitation, attorneys' fees incurred in connection therewith) arising out of or resulting from Assignee's interest in the Leases, Security Deposits and Service Contracts and pertaining to the period from and after the Closing.
Assumption Indemnification