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.
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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.
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. (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.
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.

Related to Indemnity of Assignor

  • Effect of Assignment Subject to the terms and conditions of this Section 9.6, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 9.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the effective date of such assignment; (iii) the Revolving Commitments shall be modified to reflect the Revolving Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Revolving Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Revolving Loan Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Revolving Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Revolving Loans of the assignee and/or the assigning Lender.

  • Rights of Assignee The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members.

  • RIGHT OF ASSIGNMENT (6) The Lessee will not assign, transfer, pledge, hypothecate, surrender or dispose of this lease, or any interest herein, sublet, or permit any other person or persons whomsoever to occupy the Premises without the written consent of the Lessor being first obtained in writing; this lease is personal to Lessee; Lessee’s interests, in whole or in part, cannot be sold, assigned, transferred, seized or taken by operation at law, or under or by virtue of any execution or legal process, attachment or proceedings instituted against the Lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in regard to the Lessee, or in any other manner, except as above mentioned. Notwithstanding any provision in this Lease, Lessee may, without Lessor consent, execute and deliver one or more leasehold mortgages (or leasehold trust deeds) to any lender to Lessee with respect hereto.

  • Indemnity of Agent The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment).

  • Rights of Assignees Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Indemnity of Director Corporation hereby agrees to hold harmless and indemnify Director to the fullest extent authorized or permitted by the provisions of the Law, as may be amended from time to time.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment, or all assignments held by the Firm, at any time upon advance written notice. Citizens may also reassign any matter at any time upon advance written notice. Once terminated, the Firm agrees to timely withdraw as counsel in any court proceeding.‌

  • Indemnity to the Agent The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

  • METHOD OF ASSERTING INDEMNIFICATION CLAIMS All claims for indemnification by any Indemnified Party (as defined below) under Section 9.2 shall be asserted and resolved as follows:

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