Common use of Indemnification of Assignor Clause in Contracts

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.

Appears in 2 contracts

Samples: Membership Interest Purchase and Sale Agreement (Glimcher Realty Trust), Assignment and Assumption Membership Interests (Glimcher Realty Trust)

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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 ’s fees and expenses) incurred by Assignor as a result of Assignee's ’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. 8.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement

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 ’s fees and expenses) incurred by Assignor as a result of Assignee's ’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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Glimcher Realty Trust)

Indemnification of Assignor. Assignee shall indemnityindemnify Assignor against, defend and hold Assignor harmless Assignor, its agents, employees, officers, directors, managers, members, legal representatives, successors from any and assigns from and against any liability, all loss, cost damage, liability or expense (expense, including but not limited to court costs and reasonable attorney's fees attorneys’ fees, which Assignor may reasonably incur or sustain by reason of or in connection with any and expenses) incurred all obligations, liabilities, claims or demands by Assignor as third parties, whether direct, contingent or consequential, in any way arising from a result breach of Assignee's failure to perform any of its obligations as holder of the Membership Interest to the extent that such obligations accrue Contract occurring on or after the date hereof.

Appears in 1 contract

Samples: Purchase Agreement and Escrow Instructions (American Assets Trust, L.P.)

Indemnification of Assignor. Assignee shall indemnity, defend From 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, Assignee shall indemnify and defend Assignor and its affiliates against, and shall hold Assignor harmless from, any loss, liability, claim, charge, action, suit, proceeding, assessed interest, penalty, damage, tax or expense caused by, arising out of, relating to or resulting from the Assigned Earnout Obligation, including without limitation any claims by or on behalf of the Effective Time Holders in respect thereof.

Appears in 1 contract

Samples: Escrow Agreement (Harte Hanks Inc)

Indemnification of Assignor. Assignee shall indemnitydefend, defend indemnify and hold Assignor harmless Assignorfrom all losses, its agentsliabilities, employeesdamages, officersdemands, directorsclaims, managerscosts, memberssuits, legal representativesactions or causes of action, successors and assigns from and against any liabilityjudgments, lossawards, cost assessments, interest, fines, penalties or expense expenses (including but not limited to including, without limitation, 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 attorneys’ fees), which arise or occur after the date hereofEffective Date in connection with any duties or obligations assumed by Assignee hereunder.

Appears in 1 contract

Samples: Assignment, Assumption and Modification of Lease Agreement (APT Motovox Group, Inc.)

Indemnification of Assignor. Assignee shall indemnityindemnify, defend and hold harmless AssignorAssignor and its directors, its officers, members, partners, shareholders, affiliates, agents, employees, officers, directors, managers, members, legal representatives, successors and assigns from and against any and all loss, damage, cost, liability, lossexpense, cost claim, suits, or expense proceedings (including but not limited to including, without limitation, reasonable attorney's attorneys’ fees, paralegal fees and expensescosts) incurred by Assignor as a result of Assignee's failure attributable to perform any of its obligations as holder of and liabilities that arise or accrue under the Membership Interest to the extent that such obligations accrue Leases and Service Contracts on or after the date hereofEffective Date.

Appears in 1 contract

Samples: Independence Realty Trust, Inc

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Indemnification of Assignor. Assignee shall indemnityindemnify Assignor against, defend and hold Assignor harmless Assignor, its agents, employees, officers, directors, managers, members, legal representatives, successors from any and assigns from and against any liability, all loss, cost damage, liability or expense (expense, including but not limited to court costs and reasonable attorney's fees attorneys’ fees, which Assignor may reasonably incur or sustain by reason of or in connection with any and expenses) incurred all obligations, liabilities, claims or demands by Assignor as third parties, whether direct, contingent or consequential, in any way arising from a result breach of Assignee's failure to perform any of its obligations as holder of the Membership Interest to the extent that such obligations accrue Contract occurring on or after the date hereof. 5.

Appears in 1 contract

Samples: Assignment and Assumption Agreement

Indemnification of Assignor. Assignee shall indemnityprotect, defend defend, indemnify and hold Assignor harmless Assignorfrom all costs, its agentsexpenses, employeesclaims, officers, directors, managers, members, legal representatives, successors causes of action and assigns from and against any liability, loss, cost or expense damages (including but not limited to without limitation, reasonable attorney's attorney fees and expenses) incurred by Assignor costs), which arise in connection with the Agreements (as a result of Assignee's failure the same may be amended from time to perform any of its obligations as holder of the Membership Interest to the extent that such obligations accrue on or time after the date hereofof this Assignment) from and after the date of this Assignment.

Appears in 1 contract

Samples: Consent to Assignment Agreement

Indemnification of Assignor. Assignee shall indemnityagrees to defend, defend indemnify and hold Assignor harmless Assignor, its agents, employees, officers, directors, managers, members, legal representatives, successors and assigns from and against any liabilityand all claims, lossdebts, cost demands, liabilities or expense causes of action (including but not limited to reasonable attorney's attorneys’ fees and expensescosts) incurred by asserted against Assignor as a result arising out of Assignee's ’s failure to pay, discharge or perform any of its the liabilities and obligations as holder under those agreements set forth in Section 1.04 of the Membership Interest to the extent that such obligations accrue Contract on or and after the date hereofEffective Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (STERLING CONSOLIDATED Corp)

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