Indemnification by Optionor Sample Clauses
Indemnification by Optionor. Optionor agrees to indemnify, defend and hold harmless Optionee (and its officers, managers, members, successors, and assigns) from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorney's fees and expenses, consultant's fees and expenses, court costs, and all other out-of-pocket expenses suffered or incurred by Optionee and its successors as a result of:
(a) any breach by Optionor of any of its representations, warranties, covenants and obligations set forth in this Agreement; or
(b) any operations or activities engaged in by Optionor on the Property, including without limitation any matter, condition or state of fact involving Environmental Laws or Hazardous Materials or Environmental Liabilities which may exist prior to the Effective Date of this Agreement or which may arise after the Effective Date of this Agreement and that is caused by Optionor.
Indemnification by Optionor. Optionor hereby indemnifies and agrees to defend and hold harmless Optionee, and its officers, directors, employees, agents and successors and assigns, and its general partners and any officers, trustees, directors, employees, agents and successors and assigns of such general partners ("Optionee Indemnitees"), from and against any and all demands, claims, actions or causes of action, assessments, expenses, costs, damages, losses and liabilities (including attorneys' fees and other charges) which may at any time be asserted against or suffered by any Optionee Indemnitee, the Property, or any part thereof, whether before or after the date of the Closing, as a result of, on account of or arising from (a) the failure of Optionor to perform any of Optionor's obligations hereunder or, to the extent provided in Section 10.1, the breach by Optionor of any of Optionor's representations and warranties made herein, (b) events, contractual obligations, acts or omissions of Optionor that occurred in connection with the ownership or operation of the Property prior to the Closing, (c) damage to property or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the operation of the Property at any time or times prior to the Closing, or (d) any obligation, claim, suit, liability, contract, agreement, debt or encumbrance (other than Permitted Liens) created, arising or accruing prior to the date of the Closing, regardless of when asserted, relating to the Property or its operation, including, without limitation, any and all liabilities for federal or state income taxes or other taxes, which shall not have been set forth or specifically described in this Agreement or the Schedules and the Exhibits hereto. The obligations of Optionor under this Section 9.1 shall survive the Closing.
Indemnification by Optionor. Optionor covenants and agrees to indemnify and hold Optionee and its Affiliates harmless from and against, and to reimburse Optionee and its Affiliates for, any claim for any losses, damages, liabilities or expenses, including counsel fees, incurred by Optionee or its Affiliates by reason of or arising from any breach of any representation, warranty, covenant or agreement of Optionor contained in this Agreement.
Indemnification by Optionor. QGL shall indemnify and save ▇▇▇▇▇▇ harmless for and from any and all liabilities, losses (except for loss of profits or consequential losses), claims, judgments, damages, expenses and costs (including, without limitation, reasonable professional fees and costs and expenses incurred in connection therewith) (collectively, the “Indemnifiable Damages”) suffered or incurred by ▇▇▇▇▇▇ as a result of: (i) a material breach of a representation or warranty on the part of QGL contained in this Agreement; or (ii) a material breach of a covenant on the part of QGL contained in this Agreement.