Common use of Indemnification of Assignee Clause in Contracts

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. 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. Assignor hereby agrees to indemnify, ---------------------------- defend, protect indemnify and hold Assignee harmless from and against any and all liability, loss, cost, expense loss 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 misconductAssignment. 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 Section 6 shall be construed to bind Assignee to the performance of any Lease lease provisions, or to otherwise impose any liability upon Assignee, 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 or any part thereof; nor shall anything herein operate to place any obligation or liability for the control, care, management or repair of the Property upon Assignee or to make Assignee responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property, including, without limitation, the presence of any hazardous waste or substance, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss, injury or death to any tenant, licensee, employee or stranger. 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 immediately reimbursed by AssignorXxxxxxxx. Such reimbursement shall include interest at the Default Rate provided (as such term is defined in the NoteMortgage), costs, expenses and reasonable attorneys' fees. Assignee may, upon entry and taking of possession, collect the Rents rents, income and profits and apply them to reimbursement for any such loss or liability. The provisions of this Paragraph 7 Section 6 shall survive repayment satisfaction of the Obligations and any termination, ----------- satisfaction or foreclosure of this Assignment.

Indemnification of Assignee. (a) Assignor hereby agrees shall defend (subject to indemnifysubsection (b) below), ---------------------------- defend, protect indemnify and hold Assignee harmless Assignee, and any of its officers, directors, employees, members, managers, partners, affiliates, agents and representatives, and each person, if any, who controls Assignor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, “Indemnified Parties”), from and against any and all liabilitylosses, loss, cost, expense or damage claims (including the reasonable attorneys' fees) that Assignee cost of investigation), damages or liabilities, joint or several, to which Assignee, or its Indemnified Parties, may or might incur become subject, under the Leases Securities Act, Exchange Act, the requirements and rules of FINRA or by reason otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any failure of Assignor to comply with the applicable provisions of the Securities Act, the Exchange Act, Regulation A, the requirements and rules of FINRA (including without limitation the rules regarding investor suitability), or any applicable state laws or regulations in respect of the offering and sale of the Shares prior to the effective date of this Assignment other than liabilityAssignment; or (ii) any breach or alleged breach of the MBD Agreement by the Assignor. (b) Promptly after receipt by any Indemnified Party under this Section 4 of notice of the commencement of any action, losssuch Indemnified Party will, costif a claim in respect thereof is to be made against Assignor under this Section 4, expensepromptly notify Assignor of the commencement thereof; provided, or damage incurred as a result however, the failure to give such notice shall not relieve the Assignor 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 its obligations hereunder except 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 extent it shall have been joined as party defendant in prejudiced by such failure. In case any such action to foreclose the Mortgage and shall have been barred thereby of all right, title, interestis brought against any Indemnified Party, and equity of redemption in the Property. This Assignment imposes no liability upon Assignee for the operation and maintenance it notifies Assignor of the Property or for carrying out commencement thereof, Assignor will be entitled, to the terms of any Lease before Assignee has entered and taken possession of the Property. Any loss or liability incurred by Assigneeextent it may wish, by reason of actual entry and taking possession under any Lease or this Assignment or to participate in the defense thereof, with separate counsel. Such participation shall not relieve Assignor of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses (subject to subsection (c) below) incurred by such Indemnified Party in defending itself, except for such expenses incurred after Assignor has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Assignor shall not be liable to any such Indemnified Party on account of any claims shall, at Assignee's request, be reimbursed by settlement of any claim or action effected without the consent of 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. (a) Assignor hereby agrees to indemnify, ---------------------------- defend, protect indemnity and hold Assignee Assignee, its successors and assigns, harmless from and against against: (1) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising out of or related to the ownership of the Asset by Assignor prior to the Closing. Such claims, liabilities and obligations include, but are not limited to, liability claims, claims or liabilities arising out of the use or storage by Assignor, or the presence on the Real Estate, of any Hazardous Substances, any and all liabilityclaims, lossliabilities and obligations arising or required to be performed prior to the Closing under any contract, costagreement, expense lease or instrument assumed by Assignee, except for performance of those Business Agreements and the Permitted Exceptions. (2) Any and all damage or deficiency resulting from any misrepresentation, breach of warranty, or nonfulfillment of any agreement on the part of Assignor under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Assignee pursuant to this Agreement or in connection with the assignment transaction contemplated hereby. (3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses, including reasonable attorneys' fees) that fees incurred by 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 AssigneeAssignor's gross negligence failure or willful misconduct. Such indemnification shall also cover refusal to compromise or defend any and all claims and demands that may claim incident to the foregoing provisions. (b) If any proper claim or liability will be asserted against Assignee which would give rise to a claim by Assignee against Assignor for indemnification under the Leases or provisions of this Assignment. Nothing section, Assignee will promptly notify Assignor in this paragraph shall be construed to bind Assignee to writing of 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, interestsame, 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 shallAssignor will, at Assignee's requestits own expense, be reimbursed by Assignor. Such reimbursement shall include interest at the Default Rate provided in the Notecompromise or defend any such claim; provided, costshowever, expenses and reasonable attorneys' fees. that Assignee may, upon entry at its own cost and taking of possessionexpense, collect the Rents join and apply them to reimbursement for any cooperate with Assignor in defending or compromising such loss or liability. The provisions of this Paragraph 7 shall survive repayment of the Obligations and any termination, ----------- satisfaction or foreclosure of this Assignmentclaim.