By Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee that, on the date hereof and at the time of such delivery:
By Assignor. The Assignor shall defend, indemnify, and hold harmless the Assignee from and against and from any and all liability, claim of liability, or expense arising out of: (a) any default by the Assignor in performing its obligations under the provisions of the Operating Agreement occurring before the Effective Date, (b) any and all liability or expense of the Company arising before the Effective Date, and (c) any failure of the Assignor’s representatives contained in Section 2 to be true and complete in all material respects.
By Assignor. Assignor indemnifies and holds harmless Assignee ----------- 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, act or omission involving the Leases and Security Deposits which occurred, accrued and/or arose prior to the date hereof.
By Assignor. Assignor hereby agrees to defend, indemnify and hold harmless Assignee from and against all liability, loss, cost, damage or expense arising out of or resulting from the breach by Assignor of: (i) any of Assignor's representations or warranties contained herein; or (ii) any obligations of Assignor as landlord under the Leases arising prior to the Effective Date. (b)
By Assignor. Assignor shall indemnify, defend and hold harmless Assignee 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 prior to the Effective Date.
By Assignor. The Assignor represents and warrants to and for the benefit of the Security Trustee as follows:
By Assignor. The Assignor shall defend, indemnify and hold harmless the Assignee against and from any and all liability, claim of liability or expense arising out of any failure of the Assignor's representation contained in the provisions of Section 2 to be true, accurate and complete in all material respects.
By Assignor. Assignor does hereby agree to defend, indemnify, and hold Assignee 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 Assignee as a result of Assignor’s failure to perform, before the date of this Assignment, any or all of Assignor’s obligations (i) as landlord under the Operating Lease, (ii) as “Owner” under the Restaurant Sublease and (iii) as “Owner” under the Building Sublease, all in accordance with the terms and conditions of the Agreement.
By Assignor. Assignor does hereby agree to defend, indemnify, and hold Assignee 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 Assignee as a result of Assignor’s failure to perform, before the date of this Assignment, any or all of Assignor’s obligations under any of the Operating Agreements or the Construction Loan, all in accordance with the terms and conditions of the Agreement.
