Assignor’s Indemnification. Assignor hereby indemnifies, protects, defends and holds Assignee, Assignee’s officers, employees and members and all of their respective successors and assigns, harmless from any and all Losses, both known and unknown, present and future, at law or in equity, arising out of, by virtue of or in any way related to the breach by Assignor of (or Assignor’s failure to timely perform) any or all of the obligations imposed on the optionee under the Options, which obligations accrued prior to the Effective Date.
Assignor’s Indemnification. Assignor hereby indemnifies, protects, defends and holds Assignee, Assignee’s , the partners, officers, directors and shareholders of Assignee’s and all of their respective successors and assigns harmless from any and all Losses, both known and unknown, present and future, at law or in equity and arising out of, by virtue of, or related in any way to, the breach by Assignor of (or Assignor’s failure to timely perform) any or all of the obligations imposed upon Assignor, as the owner of the Premises prior to the date hereof, under the Contracts, which obligations accrued on or prior to the date hereof.
Assignor’s Indemnification. The Assignor shall and does hereby agree to indemnify and to hold the Assignee harmless of and from any and all claims, demands, liability, loss or damage (including all costs, expenses, and reasonable attorney’s fees in the defense thereof) asserted against, imposed on or incurred by the Assignee in connection with or as a result of this Assignment or the exercise of any rights or remedies under this Assignment or under the Leases or by reason of any alleged obligations or undertakings of the Assignee to perform or discharge any of the terms, covenants or agreements contained in the Leases which do not result from Assignee’s own gross negligence or willful misconduct. Should the Assignee incur any such liability, the amount thereof, together with interest thereon, shall be secured hereby and the Assignor shall reimburse the Assignee therefor immediately upon demand.
Assignor’s Indemnification. Assignor hereby indemnifies, protects, defends and holds Assignee, Assignee’s members, partners and affiliates, the partners, officers, directors and shareholders of Assignee’s members, partners and affiliates, and all of their respective successors and assigns harmless from any and all Losses, both known and unknown, present and future, at law or in equity and arising out of, by virtue of, or in any way related to, the breach by Assignor of (or Assignor’s failure to timely perform) any or all of the obligations imposed on the lessor or the landlord under any or all of the Leases and the Guaranties, which obligations accrue on or prior to the date of the Closing.
Assignor’s Indemnification. Assignor hereby agrees to defend, indemnify and hold NewCo, including NewCo’s affiliates, successors and assigns and their respective officers, directors, employees, shareholders, counsel and other representatives, harmless from and against any and all loss, cost, damage, injury or expense (including, without limitation, court costs and reasonable attorneys’ fees) wheresoever and howsoever arising which any of such Persons may incur or suffer to the extent arising out of (a) any breach by Assignor of any of the warranties, representations, certifications, covenants or other obligations of Assignor set forth in this Agreement, (b) any acts or omissions of Assignor, its officers, directors, shareholders, agents or employees relating to Assignor’s Retained Rights, or (c) events occurring prior to the Closing Date and pertaining to the Term Loans or any transaction with any Obligor pertaining thereto.
Assignor’s Indemnification. Assignor shall indemnify, defend and hold harmless Assignee and Assignee’s employees, partners, subsidiaries, parents, affiliates, shareholders, officers, directors, attorneys, agents, and affiliates and their predecessors, successors and assigns, from and against all liabilities, claims, losses, actions, damages, fines, costs, expenses, causes of actions and demands against them or any of them arising out of or in any way connected with Assignor’s obligations under the Service Contracts to the extent they first accrue and are applicable to a period before the Effective Date of this Assignment.
Assignor’s Indemnification. Assignor, on demand, shall indemnify and hold Assignee harmless for, from, and against any and all loss, cost, damage, claim, liability or expense, including court costs and attorneys fees in a reasonable amount, arising out of any breach of the Purchase Agreement by Assignor or its agents occurring prior to the Closing Date or arising from any breach of this Assignment by Assignor. The foregoing indemnification shall include loss, cost, damage, claim, liability or expense from any injury or damage of any kind whatsoever (including death) to persons or property.
Assignor’s Indemnification. Assignor hereby agrees to indemnify, defend and hold each of Lender and Assignee harmless from all claims, liabilities, damages, losses, demands, judgments, costs or expenses (including actual attorneys’ fees and costs) made against or suffered by Lender and Assignee, as the case may be, which relate to any obligations of Assignor under the Mortgage accruing, to be performed or arising out of events occurring prior to the date hereof in respect of the Loan Documents or the Mortgaged Property. Loan No. 100009090
Assignor’s Indemnification. Anything in this Agreement to the contrary notwithstanding, Assignors hereby agrees to indemnify Assignee for all losses, costs and expenses (including reasonable attorneys fee) arising out of Assignors' breach or default of any provision of this Agreement.
Assignor’s Indemnification. Assignor hereby indemnifies, protects, defends and holds Assignee, Assignee’s officers, employees and members and all of their respective successors and assigns, harmless from any and all Losses, both known and unknown, present and future, at law or in equity, arising out of, by virtue of or in any way related to the breach by Assignor of (or Assignor’s failure to timely perform) any or all of the obligations imposed on the Assignor for work done by the Peruvian authorities or PETROPERU S.A., which obligations accrued prior to the Closing Date.
