Common use of Indemnity by Assignor Clause in Contracts

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.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc), General Assignment (Inland Western Retail Real Estate Trust Inc), General Assignment (Inland Western Retail Real Estate Trust Inc)

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Indemnity by Assignor. Assignor does hereby agree agrees to indemnifyprotect, hold harmless harmless, defend and defend indemnify Assignee harmless from and against any and all claims, judgments, damages, losses, liabilities, costs and expenses (including but not limited to expenses, including, without limitation, reasonable attorneys' fees and expenses) arising out of any failure by Assignor costs, accruing or relating to perform or observe the obligations, covenants, terms and conditions of or Assignor’s obligations under the Assigned Property, to the extent arising Lease prior to the date hereofAssignment Date.

Appears in 2 contracts

Samples: Assignment and Assumption of Lease Agreement (Smith & Wesson Brands, Inc.), Assignment and Assumption of Lease Agreement (American Outdoor Brands, Inc.)

Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend and hold harmless and defend Assignee harmless from and against any and all claims, damages, liabilities, losses, liabilities, costs and expenses (including but not limited to including, without limitation, reasonable attorneys' fees and expenses) arising out of any failure asserted against or suffered or incurred by Assignor to perform or observe the obligations, covenants, terms and conditions Assignee as a result of or in connection with any liabilities or obligations under the Assigned Property, Service Agreements relating to the extent arising periods prior to the date hereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Usol Holdings Inc), Asset Purchase Agreement (Usol Holdings Inc)

Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend and hold harmless and defend Assignee harmless from and against all claimsany claim, damagesliability, losses, liabilities, costs and expenses cost or expense (including but not limited to without limitation reasonable attorneys' attorney’s fees and expensescosts) arising out of any failure obligation or liability under the Lease that was to be performed by Assignor to perform or observe the obligations, covenants, terms and conditions of that accrued or under the Assigned Property, to the extent arising prior to became due by Assignor on or before the date hereof.

Appears in 2 contracts

Samples: Master Lease Agreement (KBS Real Estate Investment Trust, Inc.), Master Lease Agreement (Gramercy Capital Corp)

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 relating to perform or observe the obligations, covenants, terms and conditions of or under the Assigned Property, to the extent arising or accruing prior to the date hereof.

Appears in 2 contracts

Samples: 61639166 V1 Purchase and Sale Agreement (Federal Signal Corp /De/), 1 Purchase and Sale Agreement (Federal Signal Corp /De/)

Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend and hold harmless and defend Assignee harmless from and against any and all losses, costs, claims, damages, lossesliabilities and expenses, liabilitiesincluding, costs and expenses (including but not limited to without limitation, 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 accruing prior to the date hereofTransfer Date relating to the Personal Property.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Cornerstone Core Properties REIT, Inc.)

Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend and hold harmless and defend Assignee harmless from and against any and all claims, damages, liabilities, losses, liabilities, costs and expenses (including but not limited to including, without limitation, reasonable attorneys' fees and expenses) arising out of any failure asserted against or suffered or incurred by Assignor to perform or observe the obligations, covenants, terms and conditions Assignee as a result of or in connection with any liabilities or obligations arising under the Assigned Property, or related to the extent arising Lease and pertaining to periods prior to the date hereofEffective Date.

Appears in 1 contract

Samples: Lease Agreement (Poore Brothers Inc)

Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend and hold harmless and defend Assignee harmless from and against all claimsany claim, damagesliability, losses, liabilities, costs and expenses cost or expense (including but not limited to without limitation reasonable attorneys' attorney's fees and expensescosts) arising out of any failure obligation or liability under the Lease that was to be performed by Assignor to perform or observe the obligations, covenants, terms and conditions of that accrued or under the Assigned Property, to the extent arising prior to became due by Assignor on or before the date hereof.

Appears in 1 contract

Samples: Master Lease Agreement (American Financial Realty Trust)

Indemnity by Assignor. Assignor does hereby agree to indemnify, shall indemnify and hold harmless and defend Assignee harmless from any and against all claims, damages, lossescosts, liabilities, costs and expenses (including but not limited to damages, or expenses, including, without limitation, reasonable attorneys' fees and expenses) disbursements, accruing or arising out of any failure by obligations of Assignor to perform or observe the obligations, covenants, terms and conditions of or under the Assigned PropertyLeases and the Contracts, to other than the extent arising prior to the date hereofAssumed Obligations.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Amreit)

Indemnity by Assignor. Assignor does hereby agree to indemnify, shall indemnify and hold harmless and defend Assignee harmless from any and against all claimscost, damagesliability, lossesdamage, liabilitiesor expense, costs and expenses (including but not limited to including, without limitation, reasonable attorneys' fees and expenses) disbursements, accruing or arising out of any failure by obligations of Assignor to perform or observe the obligations, covenants, terms and conditions of or under the Assigned PropertyLease, to other than the extent arising prior to the date hereofAssumed Obligations.

Appears in 1 contract

Samples: Assignment and Assumption of Lease (Inland Western Retail Real Estate Trust Inc)

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Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend, protect, and hold harmless and defend Assignee harmless from and against any and all claims, damages, losses, liabilities, costs claims, costs, and expenses (including but not limited to reasonable attorneys' fees and expensesreasonably attorney fees) arising out of or in any way related to Assignor's failure to perform its obligations under the Lease or this Assignment or arising out of use of the Premises by Assignor to perform or observe its agents, employees, contractors, customers, or invitees before the obligations, covenants, terms and conditions effective date of or under the Assigned Property, to the extent arising prior to the date hereofthis Assignment.

Appears in 1 contract

Samples: Assignment and Modification of Lease (Agritope Inc)

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 and under the Assigned PropertyTenant Leases, to the extent arising prior to the date hereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend and hold harmless and defend Assignee harmless from and against any and all claims, damages, liabilities, losses, liabilities, costs and expenses (including but not limited to including, without limitation, reasonable attorneys' fees and expenses) arising out of any failure asserted against or suffered or incurred by Assignor to perform or observe the obligations, covenants, terms and conditions Assignee as a result of or in connection with any liabilities or obligations of the landlord or lessor under the Assigned Property, Leases and relating to the extent arising periods prior to the date hereof.. 10808008 ​

Appears in 1 contract

Samples: Purchase and Sale Agreement (Alpine Income Property Trust, Inc.)

Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend, protect and hold harmless and defend Assignee harmless from and against any and all claims, damages, losses, liabilities, costs claims, costs, and expenses (including but not limited to reasonable attorneys' fees and expenses’ fees) arising out of or in any way related to Assignor’s failure to perform its obligations under the Lease or this Assignment and accruing before the Effective Date or arising out of use of the Property by Assignor to perform or observe its agents, employees, contractors, customers, or invitees before the obligations, covenants, terms and conditions of or under the Assigned Property, to the extent arising prior to the date hereofEffective Date.

Appears in 1 contract

Samples: Assignment and Assumption of Lease (Ahern Rentals Inc)

Indemnity by Assignor. Assignor does hereby agree agrees to indemnify, defend and hold harmless and defend Assignee harmless from and against all claimsany cost, damagesliability, losses, liabilities, costs and expenses damage or expense (including but not limited to reasonable attorneys' fees and expensescosts of suit) arising out of any or relating to Assignor’s failure by Assignor to perform or observe any of the obligations, covenants, terms and conditions obligations of or Assignor under the Assigned PropertyLeases or the Contracts, to the extent arising accruing prior to the date hereof.

Appears in 1 contract

Samples: Agreement for Sale and Purchase of Property (Phillips Edison - ARC Shopping Center REIT Inc.)

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