Indemnification of Assignor. Assignee shall indemnity, defend and hold harmless Assignor, 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 Assignor as a result of Assignee's failure to perform any of its obligations as holder of the Membership Interest to the extent that such obligations accrue on or after the date hereof.
Indemnification of Assignor. Assignee hereby agrees to indemnify, defend, and hold Assignor 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 Assignee's failure to keep, perform, fulfill and observe any of the terms, covenants, obligations, agreements, and conditions required to be kept, performed, fulfilled, and observed by the lessor under the Leases from and after the execution and delivery of this Assignment by Assignor and Assignee.
Indemnification of Assignor. The Assignee shall indemnify, defend and hold harmless the Assignor from and against all of the obligations, liabilities, claims and expenses first arising under all Resident Agreements, Service Contracts, Licenses and Permits and Intangible Property assumed hereby from and after the date hereof.
Indemnification of Assignor. Assignee agrees to indemnify and hold Assignor harmless of any from any and all liabilities, claims, demands and expenses, of any kind or nature (except those items which by this Assignment specifically become the obligation of Assignor) arising or occurring after the effective date hereof and which are in any way related to the Lease or the maintenance or operation of the Property, and all expenses related thereto, including, without limitation, court costs and attorneys' fees.
Indemnification of Assignor. The Assignee hereby agrees to indemnify, defend, and hold the Assignor, and any of the Assignor’s employees, officers, directors, attorneys, or agents (each, an “Assignor Indemnified Person”) harmless of and from any claim brought or threatened against any Assignor Indemnified Person by the Borrower, any creditor of the Borrower, any equity holder in the Borrower, any guarantor or endorser of the Borrower’s obligations, or any other person (as well as from attorneys’ reasonable fees and expenses in connection therewith) on account of, relating to, or arising out of (i) any act or omission of Assignee or any of its affiliates or assignees following the execution of this Limited Recourse Assignment in connection with the Assigned Documents or Assigned Rights or otherwise, including, without limitation, any action taken by Assignee in connection with the collection, enforcement or other activity related to any Assigned Document, and (ii) any claim by the Borrower, any creditor of the Borrower, or any third party to all or any part of any item, credit, or payment, the amount of which has been credited by the Assignor to the Borrower’s account (for purposes of calculating the amount of the Purchase Price) or which is hereafter turned over by the Assignor to the Borrower or for the Borrower’s account, and any reasonable cost, expense, or service charge which the Assignor may incur on account of the foregoing, (each of which may be defended, compromised, settled, or pursued by the Assignor Indemnified Person with counsel of the Assignor’s selection, but at the sole cost and expense of the Assignee). The Assignee, by executing this Limited Recourse Assignment where indicated below, acknowledges and agrees that the Assignee’s liability and obligations under this Paragraph 10 shall continue in full force and effect until specifically terminated in writing by a duly authorized officer of the Assignor.
Indemnification of Assignor. Except to the extent arising out of any event, action or omission undertaken or omitted by or at the direction of Assignor (excluding any action undertaken by Assignor or any Landlord Party at the direction or on behalf of Assignee provided such action did not constitute negligence by Assignor or any Landlord Party), or caused by or resulting from a breach of this Assignment Agreement by Assignor, Assignee shall defend, indemnify and save harmless Assignor 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 Assignor to the extent arising from or relating to any failure by Assignee to perform the Assumed Obligations. This indemnification shall be in addition to any other indemnities to Assignor specifically provided in the Lease and any other Transaction Document and shall survive termination of this Assignment Agreement.
Indemnification of Assignor. County shall protect, defend, indemnify and hold Xxxxxxx harmless from all costs, expenses, claims, causes of action and damages (including, without limitation, reasonable attorney fees and costs), which arise in connection with the Lease Homeward Bound Lease Agreement 0000 Xxxxxx Xxxxxxxxx, San Xxxxxx (as the same may be amended from time to time after the date of this Assignment) and the Premises from and after the date of this Assignment.
Indemnification of Assignor. Assignee hereby agrees to indemnify and save Assignor harmless from any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities and costs and expenses of every nature whatsoever, including, without limitation, reasonable attorneys' fees and disbursements, arising out of or relating to any breach of Assignee's covenants and agreements contained herein or relating to the Lease or the Premises arising out of events or transactions occurring on or after the date hereof. 70
Indemnification of Assignor. GRDC agrees, for no consideration other than stated in this Agreement, to defend, indemnify and hold Assignor harmless from and against any and all Liabilities herein assumed by GRDC but not paid or otherwise discharged by GRDC, together with all damages, costs or expenses (including reasonable attorney's fees, penalties and interest) incurred by Assignor as a result of GRDC's failure to pay or discharge such Liabilities. For purposes of this Agreement, the term "Liabilities" shall include any penalties, attorneys' fees, court costs or other expenses, costs and damages incurred by Assignor as a result of any person's collection or attempt to collect Liabilities from Assignor.
Indemnification of Assignor. Except to the extent arising out of any event, action or omission undertaken or omitted by or at the direction of Assignor (excluding any action undertaken by Assignor or any Landlord Party at the direction of Assignee provided such action did not constitute negligence by Assignor or any Landlord Party), or caused by or resulting from a breach of this Assignment Agreement by Assignor, Assignee shall defend, indemnify and save harmless Assignor 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 Assignor (including without limitation any such assertion by the County or other governmental agency) to the extent arising from or relating to any failure by Assignee to perform the Assumed Obligations. This indemnification shall be in addition to any other indemnities to Assignor specifically provided in the Lease and any other Transaction Document and shall survive termination of this Assignment Agreement.
