Assumption and Indemnification. From and after the Effective Date, the Assignee shall (a) be bound by the provisions of the statutes, as if the Assignee were a party thereto and a Member of the Company, and (b) indemnify the Company against any expense incurred by it in connection with the Assignee’ admission and substitution as a Member (including, by way of example rather than of limitation, any expense incurred in preparing and filing for record any amendment of the [statutes] or the [Company’s Articles of Organization], and any other instrument, if necessitated by the admission and substitution. WHEREOF, each party hereto has executed this Assignment or caused it to be executed on its behalf by its duly authorized representatives, the day and year first above written.
Assumption and Indemnification. Subject to Article VII, Section 11.2(b), the last sentence of this Article XII and the other terms and provisions hereof, Seller shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Assignment, shall be deemed to have agreed) to indemnify and hold Buyer harmless from and against any and all claims, obligations, actions, liabilities, damages, or expenses arising out of the ownership or operation of the Properties before the Effective Date (exclusive of Environmental Obligations other than Excluded Environmental Obligations). Buyer shall, on the date of Closing, agree (and, upon the receipt by Buyer of the Assignment from Seller, shall be deemed to have agreed) to (a) assume, and to timely pay and perform all duties, obligations and liabilities relating to the ownership or operation of the Properties after the Effective Date (including those arising under the contracts and agreements described in Article II(d)) and (b) assume full responsibility for Environmental Obligations other than the Excluded Environmental Obligations. Buyer shall, on the date of Closing, agree (and upon the receipt by Buyer of the Assignment from Seller shall be deemed to have agreed) to indemnify and hold Seller harmless from and against (i) any and all claims, obligations, actions, liabilities, damages, or expenses arising out of the ownership or operation of the Properties after the Effective Date and (ii) any Environmental Obligations other than the Excluded Environmental Obligations.. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties after the Effective Date shall include all obligations to properly plug and abandon, or replug and re-abandon, xxxxx located on the Properties; it is further understood and agreed that Seller shall have no liability to Buyer or obligation to indemnify Buyer for any matter for which Buyer has received an adjustment to the Base Purchase Price under this Agreement.
Assumption and Indemnification. The General Partner agrees, as of the date of Closing (and, upon the execution and delivery of the Assignments by the Partnership, the General Partner shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(C), and (b) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties shall include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells located on the Pxxxxxties, to restore the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise in connection with activities on, the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such condition.
Assumption and Indemnification. (a) Subject to Section 4.02 hereof, the Tax Sharing Agreement and Article VII hereof, from and after the Distribution Date, Xxxxxx shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each Healthcare Services Individual and each member of the Healthcare Services Group, and each of their Representatives and Affiliates, from and against, (1) all liabilities for third party claims relating to, arising out of or due to, directly or indirectly, the service by any Healthcare Services Individual as an officer, director or employee of any member of the Xxxxxx Group prior to the Distribution, except to the extent covered by insurance and provided such indemnification would be permitted by law if such officer, director or employee made a claim for indemnification, (2) all Liabilities of the Xxxxxx Group under this Agreement or any of the Other Agreements, and (3) all Indemnifiable Losses of any such Healthcare Services Individual, member of the Healthcare Services Group, Representative or Affiliate relating to, arising out of or due to, directly or indirectly, the Xxxxxx Assets, the Xxxxxx Liabilities, the Xxxxxx Business, the Xxxxxx Individuals or the Xxxxxx Group's Representatives, whether relating to or arising out of occurrences prior to, on or after the Distribution Date.
Assumption and Indemnification. (a) FROM AND AFTER CLOSING, BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES (“SELLER GROUP”) FROM AND AGAINST ALL LOSSES (as defined below in Subsection 10.1(d)) INCURRED OR SUFFERED BY SELLER GROUP:
Assumption and Indemnification. 18 18. Environmental Assessment and Indemnification by Buyer . . 19
Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron shall indemnify, defend and hold harmless the Kadant Indemnitees from and against (1) all Indemnifiable Losses arising from or relating to the Thermo Electron Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Kadant as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron based on information supplied by Thermo Electron in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including, without limitation, the Information Statement; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron Group contained in this Agreement or any of the Ancillary Agreements.
Assumption and Indemnification. (a) Assignee hereby assumes and agrees to pay, perform and discharge, as and when due, all of Assignor’s liabilities and obligations under the Building 2 Lease arising and accruing from and after the date hereof.
Assumption and Indemnification. (a) Subject to Sections 4.02 and 4.03(c) and except as expressly provided in the Ancillary Agreements, from and after the Distribution Date, Sun and Sabra shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each member of the New Sun Group, and each of their Representatives and Affiliates, from and against, (i) all Sabra Liabilities, (ii) the use and operation of the Sabra Assets by Sabra following the Distribution, (iii) all Losses arising from or relating to or due to the failure to pay, perform or discharge in due course the Sabra Liabilities by any member of the Sabra Group who has an obligation with respect thereto and (iv) all Losses arising from or relating to any breach or violation of the covenants made in this Agreement by Sabra.
Assumption and Indemnification. (a) Subject to Section 4.1(c), from and after the Closing Date, HTE shall indemnify, defend and hold harmless each member of the DSI Group, each of their Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against all Indemnifiable Losses of any such member or Representative relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact contained in any Rights Offering Document or the omission or alleged omission to state in any of the Rights Offering Documents a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as any such statement or omission was made with respect to (i) a matter of historical fact relating to a member of the DSI Group or (ii) the present or future intentions of DSI or any member of the DSI Group, in reliance upon and in conformity with information furnished by DSI in writing specifically for use in connection with the preparation of the Rights Offering Documents and designated in such writing as having been so furnished.
