Assignee Indemnification Sample Clauses

Assignee Indemnification. Assignee hereby agrees to indemnify, ------------------------ defend and hold harmless Assignor from and against any loss, cost, damage, or expense arising from or in connection with any liability or obligation related to the Permits, Contracts and Leases arising by virtue of acts or omissions by Assignee which accrue or occur on or after the date hereof.

Assignee Indemnification. Assignee hereby agrees to indemnify, defend and hold harmless Assignor from and against any loss, cost, damage, or expense arising from or in connection with any liability or obligation related to the Declaration arising by virtue of acts or omissions by Assignee which accrue or occur on or after the date hereof.

Assignee Indemnification. 3.2.1. Assignee hereby agrees to protect, defend and indemnify Assignor, Assignor’s parent, affiliated and subsidiary companies, and Assignor’s or such companies’ officers, directors, shareholders, members, partners, agents, employees and attorneys, and their respective successors and assigns (collectively, “Assignor Affiliates”) against, and to hold Assignor and Assignor Affiliates harmless from, any and all Losses asserted against or incurred by Assignor or any Assignor Affiliates in connection with or arising out of Assignee’s failure to fully satisfy, perform and observe each and all of the Transferred Obligations first arising after the Closing. 3.2.2. Assignor agrees to give prompt notice to Assignee with respect to any suit or claim initiated or threatened against Assignor or Assignor Affiliates against which Assignee is obligated to indemnify such person or entity hereunder, and in no event later than the earlier of (i) ten (10) days after valid service of process as to any filed suit or (ii) fifteen (15) days after receiving written notification of the filing of any such suit or the assertion of any claim that Assignor has reason to believe is likely to give rise to a claim for indemnity hereunder. If prompt notice is not given to Assignee, then Assignee’s liability hereunder shall terminate as to the matter for which such notice is not given, provided that failure to notify Assignee shall not affect the rights of Assignor or the obligations of Assignee hereunder unless Assignee is prejudiced by such failure, and then only to the extent of such prejudice. Assignee shall, at its option but subject to the reasonable consent and approval of Assignor, be entitled to control, through counsel of Assignee’s own choice, the defense, compromise or settlement of any such suit or claim initiated or threatened against Assignor or Assignor Affiliates against which Assignee is obligated to indemnify such person or entity hereunder; provided, however, that in all cases Assignor shall be entitled to participate in such defense, compromise or settlement at its own expense. If, however, in Assignor’s reasonable judgment, Assignee shall fail to take reasonable and appropriate action to defend, compromise or settle such suit or claim within thirty (30) days following notice from Assignor alleging such failure, Assignor shall have the right to promptly hire counsel to carry out such defense, compromise or settlement, in which event Assignee shall (without limiting Ass...

Assignee Indemnification. Assignee shall and does hereby indemnify and save Assignor harmless from and against any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs and expenses of every nature whatsoever and relating to the Business, the Net Assets and the Net Liabilities (including without limitation all reasonable attorneys' fees and expenses) and arising from matters occurring after the date hereof.

Assignee Indemnification. Assignee shall indemnify and hold harmless Broderbund, its successors and assigns, including any subsidiary, officer, director, employee, agent, contractor, licensee, or customer, from and against any loss, liability, claim, or damage (including court costs and reasonable attorney fees) sustained by it or them as a result of the (a) marketing or servicing by Assignee of the Product and (b) breach of any representation, warranty or agreement of Assignee made herein.

Assignee Indemnification. Subject to the limitations set forth in this Section 7, Assignee shall indemnify and hold harmless Assignor and its Subsidiaries and affiliates and their respective officers, directors, and employees (each of the foregoing being referred to individually as an “Assignor Indemnified Party” and collectively as “Assignor Indemnified Parties”) from and against any and all claims, losses, Liabilities, Taxes, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense (hereinafter, individually, a “Loss” and, collectively, “Losses”) whether or not due to a third-party claim, arising out of or resulting from (i) any Acquired Asset or Assumed Liability, (ii) the conduct or operation of the business of Assignee or any Subsidiary thereof, or (iii) the conduct or operation of the business of Assignor prior to the Effective Time.

Assignee Indemnification. Assignee hereby agrees to indemnify, defend and hold harmless Assignor from and against any loss, cost, damage, or expense arising from or in connection with any liability or obligation related to the Hotel License Agreement arising by virtue of acts or omissions by Assignee which accrue or occur on or after the date hereof.

Assignee Indemnification. Assignee shall defend, hold harmless and indemnify Assignor and YHI from, for, of and against any and all direct and indirect, known and unknown, obligations, actions, liabilities, judgments, claims, demands, losses, including consequential losses, damages, costs, including costs of defense, expenses and fees (including reasonable attorneys’ fees and costs) arising out of or relating to any breach or default by Assignee under the Agreement with respect to the Assigned Rights occurring on and after the date of this Assignment.