Common use of Indemnification by Assignee Clause in Contracts

Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold harmless Assignor from and against any and all actual, out-of-pocket claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignor in connection with any failure by Assignee to perform its obligations under this Assignment.

Appears in 10 contracts

Samples: Sale and Assignment (Griffin-American Healthcare REIT II, Inc.), Sale and Assignment (Griffin-American Healthcare REIT II, Inc.), Sale and Assignment (Griffin-American Healthcare REIT II, Inc.)

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Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold Assignor harmless Assignor from and against any and all actualclaim, out-of-pocket claimsdemand, lossescause of action, liabilities and expensescharge, including judgment, damage, liability, cost or expense (including, without limitation, reasonable attorneys’ fees, suffered or incurred by Assignor fees and legal costs) arising out of the Contracts in connection with any failure by Assignee to perform its obligations under events occurring on or after the date of this Assignment.

Appears in 9 contracts

Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP), Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP), Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.)

Indemnification by Assignee. Assignee hereby agrees to defend, indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold Assignor and Manager harmless Assignor from and against any and all actual, out-of-pocket claims, lossesdemands, liabilities actions, causes of action, liabilities, damages, costs, and expenses, expenses (including reasonable attorneys’ fees) arising from any default, suffered act, or incurred by Assignor in connection with any failure by Assignee omission on the part of Assignee, its representatives, agents, successors or assigns, related to perform its obligations under this Assignmentthe Tenant Leases assigned hereby that occur from and after the date hereof.

Appears in 6 contracts

Samples: Assignment and Assumption Agreement, Assignment and Assumption Agreement (Carey Watermark Investors Inc), Assignment and Assumption Agreement (Carey Watermark Investors Inc)

Indemnification by Assignee. Assignee hereby agrees to indemnifyfully, protect, defend (with counsel reasonably satisfactory to Assignor) completely and unconditionally indemnify and hold Assignor harmless Assignor from and against any and all actual, out-of-pocket claims, losses, liabilities and expenses, liabilities, damages, including reasonable without limitation, interest and penalties, attorneys’ fees, suffered and all amounts paid in settlement of any claim, that may be asserted against Assignor, or incurred by which Assignor may incur or suffer and that arise under a Third Party Lease, License or Contract after the date of closing of the transaction contemplated in connection with any failure by Assignee to perform its obligations under this Assignmentthe Agreement.

Appears in 6 contracts

Samples: Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement, Ancillary Property Purchase and Sale Agreement

Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold Assignor harmless Assignor from and against any and all actualclaim, out-of-pocket claimsdemand, lossescause of action, liabilities and expensescharge, including judgment, damage, liability, cost or expense (including, without limitation, reasonable attorneys’ fees, suffered or incurred by Assignor in connection with any failure by Assignee to perform its obligations under fees and legal costs) arising out of the Contracts after the date of this Assignment.

Appears in 6 contracts

Samples: Agreement of Purchase and Sale (Resource Real Estate Investors 6 LP), Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.), Agreement of Purchase and Sale (Resource Real Estate Investors 7, L.P.)

Indemnification by Assignee. Assignee hereby agrees to indemnifyfully, protect, defend (with counsel reasonably satisfactory to Assignor) completely and unconditionally indemnify and hold Assignor harmless Assignor from and against any and all actual, out-of-pocket claims, losses, liabilities and expenses, liabilities, damages, including reasonable without limitation, interest and penalties, attorneys’ fees, suffered and all amounts paid in settlement of any claim, that may be asserted against Assignor, or incurred by which Assignor in connection with any failure by Assignee to perform its obligations may incur or suffer and that arise under this Assignment.the O&M Agreement

Appears in 5 contracts

Samples: Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement

Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, hold harmless, defend (with counsel reasonably satisfactory to Assignor) and hold harmless indemnify Assignor from and against any and all actual, out-of-pocket claims, lossesjudgments, liabilities damages, liabilities, costs and expenses, including including, without limitation, reasonable attorneys’ fees' fees and costs, suffered accruing under the Lease on or incurred by Assignor after the Assignment Date in connection with any failure by the obligations of Assignee to perform its obligations under this Assignmentthereunder.

Appears in 2 contracts

Samples: Assignment and Assumption of Lease, Lease Agreement (Webvan Group Inc)

Indemnification by Assignee. Assignee hereby indemnifies Assignor, and agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold Assignor harmless Assignor from and against any and all actualliability, out-of-pocket claimsloss, lossescost, liabilities and expensesdamage and/or expense, including without limitation reasonable attorneys’ fees, suffered or incurred by which Assignor shall incur in connection with the Leases by reason of any failure by Assignee or alleged failure of Assignee, as the successor to perform its Assignor, to comply with or to fully perform, on and after the date hereof, all obligations to be performed or complied with under this Assignmentany of the terms and conditions in of the Leases.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rex Stores Corp)

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Indemnification by Assignee. Assignee hereby indemnifies Assignor, and agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold Assignor harmless Assignor from and against any and all actualliability, out-of-pocket claimsloss, lossescost, liabilities and expensesdamage and/or expense, including without limitation reasonable attorneys’ fees, suffered or incurred by which Assignor shall incur in connection with the REA by reason of any failure by Assignee or alleged failure of Assignee, as the successor to perform its Assignor, to comply with or to fully perform, on and after the date hereof, all obligations to be performed or complied with under this Assignmentany of the terms and conditions in of the REA.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rex Stores Corp)

Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) indemnify and hold harmless Assignor from any costs, expenses and against any and all actual, out-of-pocket claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by obligations of Assignor in connection with any failure assumed by Assignee pursuant to perform its obligations under this AssignmentAgreement.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Idt Corp)

Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold harmless Assignor from and against any and all actual, out-of-pocket claims, losses, liabilities and expenses, including reasonable attorneys' fees, suffered or incurred by Assignor in connection with any failure by Assignee to perform its obligations under this Assignment.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)

Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold Assignor free and harmless Assignor of, from and against any and all actualclaims, out-of-pocket claimsdemands, damages, losses, liabilities and expensesliabilities, causes of action, costs or expenses (including reasonable attorneys' fees, suffered or incurred by Assignor in connection with any failure by Assignee to perform its obligations under this Assignment.),

Appears in 1 contract

Samples: Assignment and Assumption of Lease (Famous Daves of America Inc)

Indemnification by Assignee. Assignee hereby agrees to indemnifyfully, protect, defend (with counsel reasonably satisfactory to Assignor) completely and unconditionally indemnify and hold Assignor harmless Assignor from and against any and all actual, out-of-pocket claims, losses, liabilities and expenses, liabilities, damages, including reasonable without limitation, interest and penalties, attorneys’ fees, suffered and all amounts paid in settlement of any claim, that may be asserted against Assignor, or incurred by which Assignor may incur or suffer and that arise under a Third Party Lease, License, or Contract after the date of closing of the transaction contemplated in connection with any failure by Assignee to perform its obligations under this Assignmentthe Agreement.

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement

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