Indemnification of Assignee. Assignor hereby agrees to indemnify, defend, and hold Assignee harmless from and against any and all liability, loss, cost, damage and expense (including, without limitation, reasonable attorneys' fees and costs) directly or indirectly arising out of or based upon the failure of Assignor to keep, perform, fulfill, and observe all of the terms covenants, obligations, agreements, and conditions required to be kept, performed, fulfilled, or observed by Assignor under, or with respect to, the Contracts prior to the execution and delivery of this Assignment by Assignor and Assignee.
Indemnification of Assignee. Assignor shall defend, indemnify and hold Assignee harmless from all losses, liabilities, damages, demands, claims, costs, suits, actions or causes of action, judgments, awards, assessments, interest, fines, penalties or expenses (including, without limitation, reasonable attorneys’ fees) which relate to acts, omissions or events occurring prior to the Effective Date in connection with Assignor’s duties and obligations under the Lease.
Indemnification of Assignee. Assignor hereby agrees to indemnify, ---------------------------- defend, protect and hold Assignee harmless from and against any and all liability, loss, cost, expense or damage (including reasonable attorneys' fees) that Assignee may or might incur under the Leases or by reason of this Assignment other than liability, loss, cost, expense, or damage incurred as a result of Assignee's gross negligence or willful misconduct. Such indemnification shall also cover any and all claims and demands that may be asserted against Assignee under the Leases or this Assignment. Nothing in this paragraph shall be construed to bind Assignee to the performance of any Lease provisions, or to otherwise impose any liability upon Assignee, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Mortgage and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Assignee for the operation and maintenance of the Property or for carrying out the terms of any Lease before Assignee has entered and taken possession of the Property. Any loss or liability incurred by Assignee, by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Assignee's request, be reimbursed by Assignor. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorneys' fees. Assignee may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Paragraph 7 shall survive repayment of the Obligations and any termination, ----------- satisfaction or foreclosure of this Assignment.
Indemnification of Assignee. The Assignor shall indemnify, defend and hold harmless the Assignee from and against all of the obligations, liabilities, claims and expenses arising under all Resident Agreements, Service Contracts, Licenses and Permits and Intangible Property assigned hereby prior to the date hereof.
Indemnification of Assignee. The Assignor shall indemnify, defend and hold harmless Assignee, its agents, employees, officers, directors, managers, members, legal representatives, successors and assigns from and against any liability, loss, cost or expense (including but not limited to reasonable attorney's fees and expenses) incurred by Assignee as a result of such Assignor's failure to perform any of its obligations as holder of the Membership Interest to the extent that such obligations accrued prior to the date hereof; provided, however, that Assignor's obligations under this Paragraph 6 shall not exceed Seller's Maximum Liability (as defined in Section 17 of the Purchase Agreement).
Indemnification of Assignee. Assignor hereby agrees to indemnify and hold Assignee harmless from any and all claims, liability, loss or damage that Assignee may incur under the Leases or by reason of this Assignment; provided, however, that such indemnification shall not apply to damages which result directly from the willful misconduct or gross negligence of Assignee. Nothing in this paragraph shall be construed to bind Assignee to the performance of any Lease provisions, or to otherwise impose any liability upon Assignee including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the premises. This Assignment imposes no liability upon Assignee for the operation and maintenance of the premises or for carrying out the terms of any Lease (except as may be herein provided) before Assignee has entered and taken possession of the premises following an Event of Default. Any loss or liability incurred by Assignee, by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Assignee’s request, be reimbursed by Assignor. Such reimbursement shall include interest at the rate (including, without limitation, any applicable Default Rate) set forth in Note, costs, expenses and reasonable attorneys’ fees. Assignee may, upon entry and taking of possession, collect the rents, income and profits and apply them to reimbursement for any such loss or liability.
Indemnification of Assignee. Except to the extent arising out of any event, action or omission undertaken or omitted by or at the direction of Assignee (excluding any action undertaken by Assignee or any Tenant Party at the direction or on behalf of Assignor provided such action did not constitute negligence by Assignee or any Tenant Party), or caused by or resulting from a breach of this Assignment Agreement by Assignee, Assignor and Talisker LeaseCo shall defend, indemnify and save harmless Assignee against and from all actual liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys’ fees, imposed upon or incurred by or asserted against Assignee to the extent arising from or relating to any failure by Assignor to perform Assignor’s Obligations. This indemnification shall be in addition to any other indemnities to Assignee specifically provided in the Lease and any other Transaction Document and shall survive termination of this Assignment Agreement.
Indemnification of Assignee. Nothing herein shall operate or be deemed to release or discharge Assignor from any personal obligation or liability incurred by Assignor as the owner of the Assigned Property prior to the date of this Assignment and not previously disclosed to Assignee. Assignor hereby agrees to indemnify and hold Assignee harmless from and against any and all demands, claims, causes of action, liabilities, judgments, losses, damages, costs, and expenses of any kind whatsoever (including, without limitation, attorneys' fees and court costs incurred in connection with the enforcement of this indemnity) resulting from or arising out of any obligation or liability, not otherwise previously disclosed to Assignee, incurred by Assignor prior to the date hereof as the owner of the Assigned Property.
Indemnification of Assignee. The Assignee expressly does not assume any liabilities of the Assignors or Xxxx.
Indemnification of Assignee. Buyer shall indemnify --------------------------- Assignee against any and all Losses in an amount not to exceed an aggregate of One Hundred Thousand Dollars ($100,000) arising from any asserted claims against Assignee of the Internal Revenue Service, California Franchise Tax Board, California Board of Equalization or the California Employment Development Department with respect to taxes owed to such agencies respectively arising from events occurring prior to the date of the Assignment.
