Common use of Indemnification by Assignor Clause in Contracts

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inland Fiber Group LLC)

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Indemnification by Assignor. Assignor hereby agrees to indemnify, defend indemnify and to hold Assignee wholly harmless from and against any and all claimsloss, costscost, liability, damage or expensesexpense, including without limitation limitation, reasonable attorneys' fees, originating or relating to the period prior to the Effective Date, and arising out of or in connection with respect to the Agreements and arising from events that occurred on or before failure of Assignor to have performed any of the obligations of the landlord under the Leases which accrued prior to the Effective Date, except to the extent caused by the grossly negligent or intentional acts or omissions of Assignee.

Appears in 1 contract

Samples: Real Property Purchase Agreement (IMH Financial Corp)

Indemnification by Assignor. Assignor hereby agrees to indemnify, defend indemnify and hold Assignee wholly harmless from and against any and all losses, claims, costs, liability, damage or expensesdamages, including without limitation costs and reasonable attorneys' attorney's fees, arising directly or indirectly, out of or in connection with (i) any default under any of the Agreements and Contracts arising from events that occurred on or before the Effective Date, except prior to the extent caused date of this Assignment, and (ii) the breach of any obligation by the grossly negligent or intentional acts or omissions of AssigneeAssignor contained herein.

Appears in 1 contract

Samples: General Assignment and Assumption Agreement (Omega Orthodontics Inc)

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Indemnification by Assignor. Assignor agrees to indemnify, indemnify and defend Assignee and hold Assignee wholly harmless from and against any and all claims, costsdemands, liabilityliabilities, damage damages, actions or expensescauses of action, including without limitation reasonable attorneys' feeswhether in law or in equity, arising out of or in connection with the Agreements tenant’s obligations under the Lease to, but including, the date hereof, including (without limitation) the performance of all obligations required of the tenant thereunder. The foregoing shall include the payment of court costs, expenses, and arising from events that occurred on or before the Effective Date, except to the extent caused reasonable attorneys’ fees incurred by the grossly negligent or intentional acts or omissions of Assignee.

Appears in 1 contract

Samples: Bank Purchase and Assumption Agreement (Center Bancorp Inc)

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