Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold harmless Assignee from and against any and all actual, out-of-pocket claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignee in connection with any failure by Assignor to perform its obligations under this Assignment.
Indemnification by Assignor. Assignor agrees to indemnify, defend and hold Assignee harmless from and against any claim, demand, cause of action, charge, judgment, damage, liability, cost or expense (including, without limitation, reasonable attorney’s fees and legal costs) (a) arising out of the Assigned Interests in connection with events occurring at any time during Assignor’s ownership of the Property, or (b) arising out of any claim by any tenant arising prior to the date of this Assignment with respect to any security deposit but only to the extent of the amount of such security deposit and interest thereon not transferred by Assignor to Assignee.
Indemnification by Assignor. Assignor hereby agrees to indemnify, defend and hold harmless Assignee, and its partners, directors, members, shareholders, affiliates, managers, employees and agents, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to the breach by Assignor of any of the obligations, terms or covenants of Assignor, under or pursuant to the Leases, which obligations, terms or covenants accrued prior to the date hereof; provided, however, that based on the terms of Section 6.5 of the Agreement, Assignor shall have no obligation hereunder to so indemnify, defend or hold harmless the aforementioned parties with respect to breaches by Assignor of obligations, terms or covenants under or pursuant to the Leases that relate to the physical or environmental condition of the Property, regardless of whether such obligations, terms or covenants arose or accrued (or arise or accrue) prior to, on or after Closing and regardless of whether such conditions exist or come into existence prior to, on or after Closing. The indemnification obligation contained in this Section 3 shall be subject to the limitations on liabilities and other provisions contained in the Agreement relating to the Assignor’s liability.
Indemnification by Assignor. Assignor hereby agrees to reimburse, indemnify, defend and hold harmless Assignee, and its officers, directors, shareholders, employees and agents, for, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorneys' fees) arising out of or relating to the breach by Assignor of any of the obligations, terms and/or covenants of Assignor under or pursuant to the Assumed Contracts, which obligations, terms and/or covenants accrue prior to the Closing.
Indemnification by Assignor. Assignor hereby agrees to indemnify, defend and hold harmless Assignee, and its officers, directors, shareholders, partners, members, managers, agents, employees, affiliates, successors and assigns, together with all officers, directors, shareholders, partners, members, managers, agents, employees, affiliates, successors and assigns of the foregoing, of, for, from and against any and all claims, demands, causes of action and other legal proceedings and from all liabilities, judgments, damages, losses, costs, fees and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of or relating to the breach by Assignor of any of the obligations, terms and/or covenants of the lessor or landlord under or pursuant to the Leases, which obligations, terms and/or covenants accrue prior to the Closing.
Indemnification by Assignor. The Company and each of the Assignors shall, jointly and severally, indemnify and hold harmless each Assignee Party (hereinafter defined) in respect of any and all Indemnifiable Losses resulting from or relating to:
(a) any and all liabilities and obligations of the Greenbriar Parties of any nature whatsoever, except for the Assumed Liabilities;
(b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to the Greenbriar Parties, the Businesses, the Assigned Assets or any affiliate of the Greenbriar Parties in which the initial event giving rise thereto occurred prior to the Closing or which results from or arise out of any action or inaction prior to the Closing of the Greenbriar Parties, or any director, officer, employee, agent, representative or subcontractor of any Greenbriar Party, including without limitation, the litigation described on Schedule 3.1(h)(2);
(c) nonperformance or breach of any representation or warranty on the part of any Greenbriar Party under this Agreement or any other Transaction Document, or any misrepresentation in or omission from any certificate furnished to the Lone Star Parties pursuant hereto;
(d) nonfulfillment of any covenant or agreement on the part of any Greenbriar Party under this Agreement or any other Transaction Document;
(e) any failure of the Company, any Assignor or Assignee to comply with any bulk sales or transfer law (including the bulk sales provisions of the Uniform Commercial Code in any jurisdiction) of any jurisdiction applicable to the sale and transfer of the Assigned Assets contemplated hereby;
(f) all sales or transfer taxes in respect of real or personal property which may be due as a result of the sale taking place pursuant to this Agreement;
(g) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorney's fees, court costs and expenses incident to any of the foregoing; or
(h) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and thereby.
Indemnification by Assignor. Assignor for itself, its (past and present) officers, directors, shareholders, attorneys, legal representatives, and constituent parent, subsidiary and affiliate corporations and each of their past and present partners, officers, agents and employees, and each of their successors and assigns (collectively, the “Assignor Parties”) hereby agrees to indemnify, defend and hold harmless Assignee and the Assignee Parties (as defined below) from and against any and all claims, demands, obligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and remedies therefor, causes of action, rights of indemnity or liability of any type, kind, nature, description or character whatsoever, and irrespective of how, why or by reason of what facts, whether known or unknown, whether heretofore now existing or hereafter arising, whether liquidated or unliquidated related to the Ground Lease and/or the Real Property (collectively, “Claims”) which Assignee or the Assignee Parties may incur or which may be asserted against Assignee or the Assignee Parties by reason of any alleged obligation, undertaking or omission of Assignor as “Tenant” under the Ground Lease, which Claims arise or arose from events occurring prior to the Effective Date.
Indemnification by Assignor. Assignor agrees to fully, completely and unconditionally indemnify and hold Assignee harmless from and against all claims, losses, expenses, liabilities, damages, including without limitation, interest and penalties, attorneys’ fees, and all amounts paid in settlement of any claim, that may be asserted against Assignee, or which Assignee may incur or suffer and that arise under the O&M Agreement
(i) prior to the date of closing of the transaction contemplated in the Agreement, or (ii) to the extent the O&M Agreement affects and applies to real property and improvements outside the Property that remain under Port ownership.
Indemnification by Assignor. Subject to the other provisions of this Article VII, from and after the Closing Date, Assignor hereby agrees to indemnify Assignee, and to hold it harmless, from and against any and all Damages suffered, paid, or incurred by Assignee on account of, arising from, or in connection with:
(a) any inaccuracy or breach of any of the representations and warranties made by Assignor in this Agreement; and
(b) any breach by Assignor of any of its covenants or agreements contained in this Agreement.
Indemnification by Assignor. Assignor agrees to indemnify, defend and hold Assignee wholly harmless from and against any and all claims, costs, liability, damage or expenses, including without limitation reasonable attorneys' fees, arising out of or in connection with the Agreements and arising from events that occurred on or before the Effective Date, except to the extent caused by the grossly negligent or intentional acts or omissions of Assignee.
