Indemnity of Assignor Sample Clauses

Indemnity of Assignor. The Assignee will indemnify and hold harmless the Assignor from and against any loss, cost, damage, claim, demand or cause of action (including all actual legal costs on a solicitor and own client basis) in any way resulting from, connected with or arising out of, any breach or non-observance by the Assignee of any of the Assumed Obligations arising at any time from and after the Effective Date.

Indemnity of Assignor. Assignee shall protect, defend, and indemnify Assignor (including any officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or other person or entity affiliated with Assignor, or any officer, director, employee, trustee, shareholder, partner, principal or adviser of any such parent, subsidiary or other affiliate (collectively, “Assignor’s Affiliates”)) against, and hold Assignor and Assignor’s Affiliates harmless from, any and all claims, demands, causes of action, losses, damages, liabilities, and costs and expenses (including, without limitation, attorney’s fees and disbursements), asserted against or incurred by Assignor or any of Assignor’s Affiliates arising under the Contracts and based on events occurring on or after the Closing Date (to the extent not due to the action or negligence of Assignor). In the event any action or proceeding is brought against any Assignor or any of Assignor’s Affiliates for any claim against which Assignee is obligated to indemnify such person or entity hereunder, Assignee upon notice from Assignor shall defend such action or proceeding at Assignee’s sole expense by counsel selected by Assignee and reasonably acceptable to Assignor.

Indemnity of Assignor. Assignee agrees to indemnify, hold harmless and defend Assignor from and against any and all Claims that may, at any time be asserted by a third party, or be suffered or incurred by Assignor on account of Assignee’s failure to perform any covenants and obligations under the Leases arising or accruing on or after the Effective Date. The foregoing indemnification obligation shall remain operative and shall survive the delivery of this Assignment only with respect to Claims made in writing not later than nine (9) months after the Effective Date.

Indemnity of Assignor. (a) Assignee agrees to assume any responsibility which Assignor may have under applicable governmental laws, rules and regulations concerning plugging and abandonment of the Xxxxx. In any instance where Assignee hereunder becomes responsible or liable for plugging and abandonment under this paragraph, Assignee agrees to release, protect, indemnify and hold Assignor harmless from any and all liabilities arising from Assignee’s failure to plug and abandon such Xxxxx. Any future assignment by Assignee of any interest acquired hereunder shall reference and describe Assignee’s obligations to Assignor set forth herein. (b) Assignee agrees to protect, indemnify and hold Assignor harmless from and against any and all liability, loss, damage, injury, claims, demands and causes of action therefor asserted or filed on or after the Effective Time hereof in any way arising from operations or activities related to the Assigned Premises, Xxxxx and Personal Property and the contracts and agreements appertaining thereto including but not limited to acts or omissions of Assignor, based upon any theory of negligence, willful misconduct, liability without fault or other. (c) Assignee shall observe and comply with all covenants, terms, and provisions, express or implied, contained in the agreements, leases, easements and all other contracts appertaining to Assignor’s interest in the Assigned Premises, Xxxxx and Personal Property subject to this Assignment and Xxxx of Sale; and this Assignment and Xxxx of Sale is made expressly subject to all such agreements, leases, easements and other contracts, whether or not the same are herein specifically identified.

Indemnity of Assignor. Assignee hereby indemnifies and holds Assignor (along with its officers, employees, agents, and managers) harmless from any liability, cost or expense (including reasonable attorneys’ fees) arising out of any claim asserted by a third party against Assignor which claim is based on breach by Assignee of its obligation hereunder and/or the gross negligence or intentionally wrongful acts or omissions of Assignee in the performance of its obligations and responsibilities under this Agreement. If Assignor seeks indemnification from Assignee, it shall give Assignee notice of such claim, and Assignor shall defend and settle such claim at its sole expense, provided that Assignor shall cooperate in such defense, and further provided that Assignor may elect to engage counsel to participate in such defense at its own expense.