Indemnifications by Assignor and Assignee Sample Clauses

Indemnifications by Assignor and Assignee. Assignor shall indemnify Assignee, its successors and assigns, from and against any and all claims and liability, and expenses related thereto (including attorneys' fees actually and reasonably incurred) for breach or default on the part of the owner of the Hotel under any Offsite Right based on an event occurring (or alleged to have occurred) or a condition arising (or alleged to have arisen) before the date hereof. Assignee shall indemnify Assignor, its successors and assigns, from and against any and all claims and liability, and expenses related thereto (including attorneys' fees actually and reasonably incurred) for breach or default on the part of the owner of the Hotel under any Offsite Right based on an event occurring (or alleged to have occurred) or a condition arising (or alleged to have arisen) on or after the date hereof.
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Indemnifications by Assignor and Assignee. Assignor shall hold harmless, indemnify and defend Assignee, its successors and assigns, from and against any claim, liability, loss, judgment, damage and expense, including reasonable counsel fees and costs, for any obligation under the Assumed Contracts arising in respect of any period prior to the date hereof (including, without limitation, any claim or liability for a breach or default on the part of the servicee or equipment lessee under any Assumed Contract based on an event occurring in respect of any period before the date hereof). Assignee shall hold harmless, indemnify and defend Assignor, its successors and assigns, from and against any claim, liability, loss, judgment, damages and expenses, including reasonable counsel fees and costs, for an obligation under the Assumed Contracts arising in respect of any period on or after the date hereof (including, without limitation, any claim or liability for a breach or default on the part of the servicee or equipment lessee under any Assumed Contract based on an event occurring in respect of any period on or after the date hereof).
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Indemnifications by Assignor and Assignee. Assignor shall indemnify Assignee, its successors and assigns, from and against any claim or liability for breach or default on the part of the lessor under any Lease based on an event occurring (or alleged to have occurred) or a condition arising (or alleged to have arisen) before the date hereof. Assignee shall indemnify Assignor, its successors and assigns, from and against any claim or liability for breach or default on the part of the lessor under any Lease based on an event occurring (or alleged to have occurred) or a condition arising (or alleged to have arisen) on or after the date hereof.
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Indemnifications by Assignor and Assignee. Assignor shall hold harmless, indemnify and defend Assignee, its successors and assigns, from and against any claim or liability for an obligation under the Assumed Contracts arising prior to the date hereof (including, without limitation, any claim or liability for a breach or default on the part of the servicee or equipment lessee under any Assumed Contract based on an event occurring before the date hereof). Assignee shall hold harmless, indemnify and defend Assignor, its successors and assigns, from and against any claim or liability for an obligation under the Assumed Contracts arising on or after the EXHIBIT F TO PURCHASE AND SALE AGREEMENT date hereof (including, without limitation, any claim or liability for a breach or default on the part of the servicee or equipment lessee under any Assumed Contract based on an event occurring on or after the date hereof).
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Related to Indemnifications by Assignor and Assignee

  • INDEMNIFICATION AND ASSIGNMENT Section 8.01 Indemnification............................................... Section 8.02 Limitation on Liability of Seller and Others.................. Section 8.03 Limitation on Resignation and Assignment by Seller............ Section 8.04

  • Indemnification by Assignee Assignee hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold harmless Assignor from and against any and all actual, out-of-pocket claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignor in connection with any failure by Assignee to perform its obligations under this Assignment.

  • Indemnification by Assignor Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold harmless Assignee from and against any and all actual, out-of-pocket claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignee in connection with any failure by Assignor to perform its obligations under this Assignment.

  • Successors and Assigns; Assignment of Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors and assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the Primary Servicer to a third party except as otherwise specifically provided for herein. If the Master Servicer shall for any reason no longer act in such capacity under the Pooling and Servicing Agreement (including, by reason of Servicer Termination Event), any successor to the Master Servicer under Pooling and Servicing Agreement (including the Trustee if the Trustee has become such successor pursuant to Section 7.02 of the Pooling and Servicing Agreement) may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer under this Agreement.

  • Successors and Assigns; Assignment Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

  • Successors and Assigns Participations Assignments (a) This Agreement shall be binding upon and shall inure to the benefit of the Borrower and the Lenders and their respective successors and assigns.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.

  • Successors and Assigns; Assignments This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. The Purchaser may, without the consent of any Company Party, sell, assign or delegate to one or more Persons (each an “Assignee”) its rights and obligations under this Agreement or any other Investment Document and all, or any part, of the Obligations; provided, however, that the Company Parties may continue to deal solely and directly with the Purchaser in connection with the interest so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee shall have been given to the Company. If the Purchaser assigns to one or more Assignees a fifty percent (50.0%) or lesser interest in and to the then outstanding aggregate principal amount of all Notes, any decisions that the Purchaser is entitled to make under this Agreement, the Notes and the other Investment Documents shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to the Purchaser in connection with the interests so assigned to the Assignee(s). If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the then outstanding aggregate principal amount of all Notes, any decisions that the Purchaser is entitled to make under this Agreement, the Notes and the other Investment Documents shall be made by the Holders of a majority of the principal amount of the Notes outstanding at the time such decision is made.

  • Successors and Assigns; Participations and Assignments (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Agents, all future holders of the Loans and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agents and each Lender.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

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