Indemnity by Assignor. Assignor does hereby agree to indemnify, hold harmless and defend Assignee harmless from and against all claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees and expenses) arising out of any failure by Assignor to perform or observe the obligations, covenants, terms and conditions of or under the Assigned Property, to the extent arising prior to the date hereof.
Indemnity by Assignor. Assignor shall indemnify and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out of any obligation or liability of the Landlord under the Lease which was to be performed or which became due prior to the date hereof.
Indemnity by Assignor. Assignor shall indemnify, defend and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out of any Operating Agreement for the period prior to the Transfer Time.
Indemnity by Assignor. Assignor hereby agrees to and shall indemnify, defend and hold Assignee harmless from any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of contractual obligations, acts or omissions of Assignor that occurred or accrued in connection with the performance of the rights and duties of Assignor under the Sales Contract related to the period (a) prior to the Assignment Effective Date hereof for all matters under the Sales Contracts which are being assigned to Assignee pursuant to this Assignment, and (b) through the date of final completion of any right, duty or obligation retained by Assignor pertaining to the Exclusions.
Indemnity by Assignor. The Assignor hereby agrees to fully indemnify and save harmless the Assignee from and against any and all Claims arising from or in connection with, or resulting from, any breach by the Assignor of its obligations under the Permitted Encumbrances at any time prior to Closing and/or any act or omission by the Assignor or those for whom the Assignor is legally responsible with respect to the Permitted Encumbrances prior to Closing. The parties hereto agree that this indemnity shall not extend or relate to any failure by the Assignor to fulfill any obligation to obtain the necessary consents or approvals for the assignment by the Assignor to the Assignee of the Permitted Encumbrances.
Indemnity by Assignor. Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all claim, cost, liability, loss, damage or expense (collectively, "CLAIMS"), including without limitation, reasonable attorneys' fees, originating prior to the date hereof and arising out of the lessor's obligations under the Leases described in SCHEDULE 1 or arising by reason of breach of the warranties contained herein; PROVIDED, however, that Assignee shall provide Assignor reasonable notice of any such Claim and a reasonable opportunity to defend such Claim.
Indemnity by Assignor. ASSIGNOR HEREBY AGREES TO INDEMNIFY ASSIGNEE AGAINST AND HOLD ASSIGNEE HARMLESS FROM ANY AND ALL CLAIM, COST, LIABILITY, LOSS, DAMAGE OR EXPENSE (COLLECTIVELY, "CLAIMS"), INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, ORIGINATING PRIOR TO THE DATE HEREOF AND ARISING OUT OF THE ASSIGNOR'S OBLIGATIONS, IF ANY, UNDER THE MATTERS ASSIGNED TO ASSIGNEE PURSUANT HERETO; PROVIDED, HOWEVER, THAT ASSIGNEE SHALL PROVIDE ASSIGNOR REASONABLE NOTICE OF ANY SUCH CLAIM AND A REASONABLE OPPORTUNITY TO DEFEND SUCH CLAIM.
Indemnity by Assignor. Assignor shall indemnify, defend and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out of any Hotel Operating Agreement for the period prior to the Transfer Time.
Indemnity by Assignor. Assignor shall indemnify and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out of (a) any obligation or liability of the Assignor under the Agreement with regard to the purchase of the Heritage III Property which was to be performed or which became due during the period in which Assignor was the Buyer of the Heritage III Property under the Agreement, and (b) any obligation or liability of Assignor with regard to the purchase of the Heritage III Property under the Agreement arising after the date hereof relating to acts or omissions occurring prior to the date hereof during the period Assignor was the Buyer of the Heritage III Property under the Agreement.
Indemnity by Assignor. (a) Assignor hereby agrees to indemnify and hold Assignee and its agents, servants, and employees harmless of, from, and against any and all liability, loss, damage, cost, and expense, which Assignee or its agents, servants, or employees may or might incur under or by reason of this Assignment and of, from, and against any and all claims and demands, whatsoever, which may be asserted against Assignee or its agents, servants, or employees by reason of any alleged obligation or undertaking on the part of Assignee to perform or discharge any of the terms, covenants, or agreements contained herein or in the Leases. Should Assignee or any of its agents, servants, or employees incur any such liability, loss, or damage under or by reason of this Assignment, or in defense against any such claims or demands, then the amount thereof, including all costs, expenses, and actual attorneys' fees (including, without limitation, the allocated costs for services rendered by Assignee's in-house counsel) incurred in connection therewith, together with interest thereon at the rate of interest set forth in the Note for amounts past due, shall be secured by this Assignment and by the Loan Documents; Assignor shall reimburse Assignee therefor immediately upon demand; and upon failure of Assignor so to do, Assignee may declare all sums secured hereby, and the same shall thereupon become, immediately due and payable.
