By Assignee. The Assignee shall defend, indemnify, and hold harmless the Assignor against and from any and all liability, claim of liability, or expense arising out of: (a) any default by the Assignee in performing its obligations under the provisions of the statutes occurring after the Effective Date, and (b) any and all liability, claim of liability, or expense of the Company arising after the Effective Date. The Assignee, on behalf of the Company, also hereby releases any and all claims the Company has or may have against the Assignor, except to the extent inconsistent with Section 3.1 hereof.
By Assignee. Assignee indemnifies and holds harmless Assignor ----------- from and against any and all loss, damage, liability, cost or expense, including, without limitation, court costs and reasonable attorneys' fees, arising out of, by reason of, or in connection with any action, suit, charge, complaint, proceeding, obligation, undertaking or other similar matter arising out of or in connection with any transaction, event, undertaking, act or omission involving the Leases and Security Deposits which occurs, accrues and arises from and after the date hereof.
By Assignee. The Assignee covenants, warrants, and represents to the Company and the Manager in the Company: (a) that the Membership Interest is being acquired for investment for the Assignee’s own account and not with a view to offering it for sale or otherwise to distributing it, after or in connection with such assignment to it, (b) that the Assignee has read the Operating Agreement and agrees to be bound by the Operating Agreement, including, but not limited to, the appointment of the Manager as the attorney-in-fact for the Members, (c) Assignee understands that the Company is a new business venture which offers no guarantee of success; (d) Assignee understands that the consideration paid for this Assignment of Membership Interest was based on a projection of potential costs; and (e) Assignee is relying on its own business expertise and research in deciding to acquire the Membership Interest.
By Assignee. Assignee, shall indemnify, defend and hold harmless Assignor from and against all losses, claims, expenses, damages or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with the Membership Interests on and after the Effective Date.
By Assignee. If an Assignee files an application with CITY that proposes to amend the Plans, Project Entitlements, or the Land Use and Development Regulations and such amendment could affect the Vested Rights of LANDOWNER or of another Assignee(s), CITY shall endeavor to provide reasonable notice to LANDOWNER before acting on such application. CITY shall not be required to obtain Railyards Development Agreement Revision Date: 12-05-07 the prior approval of LANDOWNER or of the other Assignee(s) to approve such application notwithstanding the terms of this Agreement or an Assumption and Assignment Agreement.
By Assignee. The Assignee hereby represents and warrants to the Assignor (a) that the Partnership Interest is being acquired for investment for the Assignee's own account and not with a view to offering it for sale or otherwise to distributing it, after or in connection with such assignment to it, and (b) that the Assignee has read and agrees to be bound by the Partnership Agreement.
By Assignee. The Assignee hereby agrees to indemnify the Assignor against any expense incurred by it in connection with the Assignee's admission and substitution as a Partner (including, by way of example rather than of limitation, any such expense incurred in preparing and filing for record any amendment of the Partnership Agreement or the Partnership's Certificate of Limited Partnership), and any other instrument, if necessitated by such admission and substitution. The Assignee shall defend, indemnify and hold harmless the Assignor against and from any and all liability, claim of liability or expense arising out of any failure of the Assignee's representation contained in the provisions of Section 2 to be true, accurate and complete in all material respects.
By Assignee. Assignee and agrees to indemnify, defend and hold the University of Melbourne harmless from and against any Liabilities arising as a result of the commercial exploitation of Products hereunder.
By Assignee. Assignee does hereby agree to defend, indemnify, and hold Assignor harmless from and against any and all causes, claims, demands, losses, liabilities, costs, damages, expenses, and fees (including, but not limited to, reasonable attorneys’ fees) incurred or suffered by Assignor as a result of Assignee’s failure to perform any or all of Assignee’s obligations (i) as landlord under the Operating Lease, (ii) as “Owner” under the Restaurant Sublease and (iii) as “Owner” under the Building Sublease.
By Assignee. Assignee does hereby agree to defend, indemnify, and hold Assignor harmless from and against any and all causes, claims, demands, losses, liabilities, costs, damages, expenses, and fees (including, but not limited to, reasonable attorneys’ fees) incurred or suffered by Assignor as a result of Assignee’s failure to perform any or all of Assignee’s obligations under the Operating Agreements and the Construction Loan from and after the date hereof.
