Common use of Assignee Indemnification Clause in Contracts

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 Assignee’s obligations under this Paragraph 3.2) pay to Assignor (within thirty (30) days following receipt by Assignee of a properly detailed invoice therefor) all reasonable attorneys’ fees and costs relating thereto.

Assignee Indemnification. 3.2.1. As of the Assignment Date, Assignee hereby agrees to protectshall indemnify, save, defend (at Assignor's option and indemnify with counsel reasonably acceptable to Assignor, Assignor’s parent, affiliated ) and subsidiary companies, hold Assignor and Assignor’s or such companies’ officers's affiliates, directors, shareholders, members, partners, agents, employees successors and attorneysassigns, and their respective successors directors, officers, shareholders and assigns employees (collectively, “the "Assignor Affiliates”Parties") against, harmless from and to hold Assignor and Assignor Affiliates harmless from, against any and all Losses asserted Claims arising out of, by virtue of or in any way related to the breach by Assignee (or Assignee's failure to timely perform) any or all of the obligations imposed on the Tenant under the Lease, which obligations accrue from and after the Assignment Date. As of the Assignment Date, Assignee hereby releases, remises, acquits and forever discharges Assignor and the Assignor Parties from and against or incurred by Assignor or any Assignor Affiliates in connection with or and all Claims arising out of Assignee’s failure or in any way relating to fully satisfythe obligations imposed on the "Tenant" under the Lease, perform and observe each and all which obligations accrued after the Assignment Date, or arising from the actions of any of the Transferred Obligations first arising after the Closing. 3.2.2. Assignor agrees to give prompt notice to Assignee Parties 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 this Lease or the assertion Premises as 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 or prior to the matter for which such notice is not givenAssignment Date, 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 the foregoing release shall not apply to any default or breach by Assignor shall be entitled to participate in such defense, compromise or settlement at of 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 Assignee’s obligations under this Paragraph 3.2) pay Agreement or with respect to Assignor (within thirty (30) days following receipt by Assignee any Claims arising from Assignor's access to the Premises during the Early Access Period for the Data Center Move or performance of a properly detailed invoice therefor) all reasonable attorneys’ fees and costs relating theretothe Data Center Move.