Common use of Indemnification by Assignee Clause in Contracts

Indemnification by Assignee. Assignee shall indemnify, defend and hold Assignor harmless from and against any and all claims, costs, demands, losses, damages, liabilities, lawsuits, actions and other proceedings in law or in equity or otherwise, judgments, awards and expenses of every kind and nature whatsoever, including, without limitation, attorneys' fees, arising out of or relating to, directly or indirectly, in whole or in part, the Service Contracts or the Inspection Reports.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Capital Builders Development Properties Ii), Agreement of Purchase and Sale (Capital Builders Development Properties Ii)

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Indemnification by Assignee. Assignee shall indemnify, defend and hold Assignor harmless from and against any and all claims, costs, demands, losses, damages, liabilities, lawsuits, actions and other proceedings in law or in equity or otherwise, judgments, awards and expenses of every kind and nature whatsoever, including, without limitation, attorneys' fees, arising out of or relating to, directly or indirectly, in whole or in part, the Service Contracts or the Inspection ReportsLeases.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Capital Builders Development Properties Ii), Agreement of Purchase and Sale (Capital Builders Development Properties Ii)

Indemnification by Assignee. Assignee shall indemnify, defend and hold Assignor harmless from and against any and all claimsclaim, costsdemand, demandscause of action, lossescharge, damagesjudgment, liabilitiesdamage liability, lawsuits, actions and other proceedings in law cost or in equity or otherwise, judgments, awards and expenses of every kind and nature whatsoever, expense (including, without limitation, reasonable attorneys' fees, ’ fees and legal costs) arising out of the Tenant Leases in connection with events occurring on or relating to, directly or indirectly, in whole or in part, after the Service Contracts or the Inspection Reportsdate of this Assignment.

Appears in 1 contract

Samples: Agreement of Contribution (Inland American Real Estate Trust, Inc.)

Indemnification by Assignee. The Assignee shall indemnify, defend indemnify and hold harmless the Assignor harmless and each of its directors, officers, employees, and representatives from and against any and all losses, expenses, claims, costs, demands, losses, damages, damages or liabilities, lawsuitsjoint or several, actions including without limitation reasonable costs of investigation and other proceedings in law or in equity or otherwise, judgments, awards reasonable legal fees and expenses of every kind legal counsel to which the Assignor and/or each of its directors, officers, employees, advisers and nature whatsoeverrepresentatives may become subject, includingwhich arise out of, without limitation, attorneys' fees, arising out of or relating to, directly or indirectly, in whole or in part, the Service Contracts or the Inspection Reports.are based upon:

Appears in 1 contract

Samples: Assignment Agreement (El Sitio Inc)

Indemnification by Assignee. Assignee shall indemnifyagrees to protect, defend and hold indemnify Assignor harmless from and against any and all claims, costs, demands, losses, damages, liabilities, lawsuits, actions and other proceedings in law or in equity or otherwise, judgments, awards demands, costs and expenses of every kind and nature whatsoeverexpenses, including, without limitation, reasonable attorneys' feesfees and costs, arising out of under the Warranties, Permits and Contracts which arise and accrue on or relating to, directly or indirectly, after the Assignment Date in whole or in part, connection with the Service Contracts or the Inspection Reportsobligations assumed by Assignee hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Phase Metrics Inc)

Indemnification by Assignee. Assignee shall indemnify, defend and hold Assignor Assignor, its successors and assigns, free and harmless from and against any and all claimsloss, costsliability, demandsdamage, lossesclaim, damagescost or expense, liabilities, lawsuits, actions and other proceedings in law or in equity or otherwise, judgments, awards and expenses of every kind and nature whatsoever, including, without limitation, including attorneys' fees, arising out from Assignee's performance or failure to perform any obligation, covenant or condition assumed by it and which arises after the Effective Date of or relating to, directly or indirectly, in whole or in part, the Service Contracts or the Inspection Reportsthis Assignment.

Appears in 1 contract

Samples: Assignment and Assumption Of (Venoco, Inc.)

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Indemnification by Assignee. Assignee shall indemnify, defend and hold Assignor harmless from and against any and all claimsclaim, costsdemand, demandscause of action, lossescharge, damagesjudgment, liabilitiesdamage, lawsuitsliability, actions and other proceedings in law cost or in equity or otherwise, judgments, awards and expenses of every kind and nature whatsoever, expense (including, without limitation, reasonable attorneys' fees, fees and legal costs) arising out of or relating to, directly or indirectly, in whole or in part, the Service Contracts Agreements in connection with events occurring on or after the Inspection Reportsdate of this Assignment.

Appears in 1 contract

Samples: Agreement of Sale and Purchase (American Real Estate Investment Corp)

Indemnification by Assignee. Assignee shall agrees to indemnify, defend and hold Assignor harmless from and against any and all claimsclaim, costsdemand, demandscause of action, lossescharge, damagesjudgment, liabilitiesdamage, lawsuitsliability, actions and other proceedings in law cost or in equity or otherwise, judgments, awards and expenses of every kind and nature whatsoever, expense (including, without limitation, reasonable attorneys' fees, ’ fees and legal costs) arising out of or relating to, directly or indirectly, in whole or in part, the Service Contracts Agreements in connection with events occurring on or after the Inspection Reportsdate of this Assignment.

Appears in 1 contract

Samples: Agreement of Sale and Purchase (Resource Real Estate Opportunity REIT II, Inc.)

Indemnification by Assignee. Assignee shall indemnify, defend and hold harmless each of Assignor harmless and IPA and their respective employees, officers, directors and agents from and against any and all claims, costs, demandsexpenses, losses, damages, liabilities, lawsuits, actions penalties and other proceedings in law or in equity or otherwise, judgments, awards liabilities (including attorneys’ fees and expenses of every kind and nature whatsoever, including, without limitation, attorneys' fees, expenses) arising out of of, or relating incurred with respect to, directly any breach or indirectly, in whole or in part, the Service Contracts or the Inspection Reportsmisrepresentation of any of Assignee’s representations and warranties under Section 7.

Appears in 1 contract

Samples: Entitlements Assignment Agreement

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