Assumption and Indemnity. As of the Closing, Buyer assumes and agrees to pay, perform and discharge, or cause to be paid, performed, and discharged, all obligations and Liabilities with respect to the Assets arising on or after the Effective Time and the following obligations and Liabilities, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time:
Assumption and Indemnity. (a) As of the Closing, but without limiting Buyer’s rights to indemnity under this Agreement or any title indemnity agreement, Buyer assumes and agrees to pay, perform and discharge all obligations and Liabilities (including all ad valorem and other Taxes, other than Taxes addressed in Article IX) with respect to the Assets regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including:
Assumption and Indemnity. SUBJECT TO THE OTHER PROVISIONS HEREIN, BUYER SHALL ASSUME ALL RISK OF LOSS WITH RESPECT TO ANY CHANGE IN THE CONDITION OF THE ASSETS FROM AND AFTER THE EFFECTIVE TIME (EVEN THOUGH DUE IN WHOLE OR IN PART TO SELLER'S NEGLIGENCE). BUYER AGREES TO ASSUME AND PAY, PERFORM, FULFILL AND DISCHARGE ALL ASSUMED OBLIGATIONS, AND AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION OR JUDGMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS ATTRIBUTABLE TO OR ARISING OUT OF THE ASSUMED OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY INTEREST, PENALTY, REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF. TO THE EXTENT NOT INCLUDED IN ASSUMED OBLIGATIONS AND SUBJECT TO THE OTHER PROVISIONS HEREIN, SELLER AGREES TO PAY, PERFORM, FULFILL AND DISCHARGE ALL COSTS, EXPENSES AND LIABILITIES INCURRED BY SELLER WITH RESPECT TO THE OWNERSHIP OR OPERATION OF SELLER'S INTEREST IN THE ASSETS AND ACCRUING PRIOR TO THE EFFECTIVE TIME EVEN THOUGH ASSERTED AFTER THE EFFECTIVE TIME, AND AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION OR JUDGMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS ATTRIBUTABLE TO OR ARISING OUT OF SUCH OBLIGATIONS OF SELLER, INCLUDING, WITHOUT LIMITATION, ANY INTEREST, PENALTY, REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF. FOR EXAMPLE, WITH RESPECT TO OPERATIONS COMMITTED TO BY SELLER AND COMMENCED PRIOR TO THE EFFECTIVE TIME, BUT NOT COMPLETED UNTIL AFTER THE EFFECTIVE TIME, THE COSTS ACCRUING WITH RESPECT THERETO PRIOR TO THE EFFECTIVE TIME SHALL BE THE OBLIGATION OF SELLER AND THE COSTS ACCRUING WITH RESPECT THERETO AFTER THE EFFECTIVE TIME SHALL BE THE OBLIGATION OF BUYER. WITHOUT LIMITING THE PARTIES' RESPECTIVE REPRESENTATIONS IN SECTIONS 4.1(f) AND 5.1(f) HEREOF, EACH PARTY HEREBY AGREES TO INDEMNIFY AND HOLD THE OTHER HARMLESS FROM AND AGAINST ANY CLAIM FOR A BROKERAGE OR FINDER'S FEE OR COMMISSION IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO THE EXTENT SUCH CLAIM ARISES FROM OR, IS ATTRIBUTABLE TO THE ACTIONS OF SUCH INDEMNIFYING PARTY, INCLUDING, W...
Assumption and Indemnity. The Assignee hereby accepts the assignment contained in Section 2 hereof. The Assignee hereby agrees to fully indemnify and save harmless the Assignor from and against any and all Claims arising from or in connection with, or resulting from, (i) any breach by the Assignee of its obligations under the Permitted Encumbrances from and after Closing and/or any act or omission of the Assignee or those for whom the Assignee is legally responsible with respect to the Permitted Encumbrances occurring from and after Closing, and (ii) the failure by the Assignee to obtain the necessary consents or approvals for the assignment of the Permitted Encumbrances.
Assumption and Indemnity. (a) Upon the Closing, Purchaser hereby assumes responsibility for and agrees to pay, perform and discharge all of the following (collectively, the "Assumed Obligations"):
Assumption and Indemnity. Assignee hereby (a) assumes and takes ------------------------ responsibility for all damages, losses, costs, claims, liabilities, expenses, demands, and obligations of any kind or nature whatsoever attributable to the Contracts, the Licenses and Permits and Intangible Property arising or accruing after the date hereof and (b) agrees to indemnify, defend and hold harmless Assignor from all damages, losses, costs, claims, liabilities, expenses, demands, and obligations of any kind or nature whatsoever attributable to the Contracts, Licenses and Permits and Intangible Property arising or accruing on or after the date hereof. Assignor agrees to indemnify, defend and hold harmless Assignee from all damages, losses, costs, claims, liabilities, expenses, demands, and obligations of any kind or nature whatsoever attributable to the Contracts, Licenses and Permits and Intangible Property arising or accruing before the date hereof.
Assumption and Indemnity. The Assignee hereby accepts the assignment and transfers contained in Section 2 hereof and covenants and agrees with the Assignor that, from and after the date hereof, the Assignee will observe, perform and fulfill each and every covenant, proviso, obligation, term and condition of the Assignor in, to and under the Assigned Contracts that is applicable at any time from and including the date of this Agreement to the same extent as if it and the Assignor had both been originally jointly named as a party to the Assigned Contracts in the place of the Assignor (or the Assignor’s predecessor in title, if applicable). The Assignee hereby agrees to fully indemnify and save harmless the Assignor from and against any and all liabilities, damages, costs, expenses, causes of action, suits, claims and judgments arising from or in connection with, or resulting from, any breach by the Assignee of its obligations hereunder and/or any act or omission of the Assignee or those for whom the Assignee is legally responsible with respect to the Assigned Contracts or the Property.
Assumption and Indemnity. (a) Upon the Closing, Purchaser hereby assumes responsibility for and agrees to pay, perform and discharge all duties and obligations of Seller arising out of or in connection with the ownership of the Interests on or after the Closing Date (collectively, the "Assumed Obligations").
Assumption and Indemnity. Seller agrees to perform all duties and obligations related to the Purchased Assets arising from or attributable to the period prior to the Closing Date, and except (i) may be the express obligation of Purchaser pursuant to an express provision of the Purchase Agreement, or (ii) for any item for which Purchaser received a credit at Closing (as defined in the Purchase Agreement) (to the extent of such credit), Seller agrees to indemnify, defend, and hold harmless Purchaser, on Purchaser’s demand, for, from, and against any claims related to the Purchased Assets arising from or attributable to the period prior to the Closing Date. Purchaser assumes and agrees to perform all duties and obligations related to the Purchased Assets arising from or attributable to the period from and after the Closing Date, and except (a) may be the express obligation of Seller pursuant to an express provision of the Purchase Agreement and with respect to which Purchaser did not receive a credit at Closing, or (b) for any item for which Seller received a credit at Closing (to the extent of such credit), Purchaser agrees to indemnify, defend, and hold harmless Seller, on Seller’s demand, for from, and against any claims related to the Purchased Assets arising from or attributable to the period from and after the Closing Date.
Assumption and Indemnity. The Assignee hereby accepts the assignment contained in Section 2 hereof and covenants and agrees with the Assignor that, from and after the date hereof, the Assignee will observe, perform and fulfill each and every covenant, proviso, obligation, term and condition of, or applicable to, the Assignor under the Assigned Hotel Contracts that is applicable and to be observed, performed or fulfilled any time from and including the date of this Agreement (as well as those to be observed, performed or fulfilled any time prior to the date of this Agreement where such matter has been adjusted between the parties as part of the Purchase Price or in accordance with the statement of adjustments agreed upon by the parties). The Assignee hereby agrees to fully indemnify and save harmless the Vendor from and against any and all Claims arising at any time after Closing from or in connection with, or resulting from: (i) any breach by the Assignee of its obligations under the Assigned Hotel Contracts and/or any act or omission of the Assignee or those for whom the Assignee is legally responsible with respect to the Assigned Hotel Contracts (other than those financial covenants in respect of which there has been an adjustment in favour of the Assignor as part of the Purchase Price or in accordance with the statement of adjustments agreed upon by the parties); (ii) the failure by the Assignee to obtain the necessary consents or approvals for the assignment of the Assigned Hotel Contracts or the sale of the Hotel; and (iii) the termination of any of the Assigned Hotel Contracts.
