Assumption of Obligations and Indemnification Clause Samples

The Assumption of Obligations and Indemnification clause requires one party to take on certain responsibilities or liabilities that would otherwise belong to another party, and to protect that party from losses or claims arising from those obligations. In practice, this means that if a party assumes obligations under a contract, they agree to perform duties such as payment, performance, or compliance, and to reimburse or defend the other party against any resulting damages, lawsuits, or costs. This clause is essential for allocating risk between parties and ensuring that the party assuming the obligations is also responsible for any negative consequences that may arise from them.
Assumption of Obligations and Indemnification. Unless otherwise expressly provided in this Assignment, each capitalized term used herein shall have the meaning given to it as follows:
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Assumption of Obligations and Indemnification. 10.1 Pannonian's Assumption of Liabilities and Obligations. Upon Closing, Gasco shall cause Pannonian to assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations attributed to the Property and the period of time after the Effective Time (collectively, the "Assumed Liabilities"). Shama Zoe shall be responsible only for claims, costs, expenses, liabilities and obligations accruing or relating to the Property and period of time prior to the Effective Time (collectively, the "Retained Liabilities").
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Assumption of Obligations and Indemnification. From and after the Closing, Buyer assumes and agrees to timely pay and perform, and to indemnify and hold Seller harmless from and against, Buyer's proportionate share of all duties, obligations, and liabilities relating to the ownership, use or operation of the Assets after the Effective Time, including, without limitation, (i) express or implied covenants and obligations relating to the Assets provided for in any agreements affecting the Assets; and (ii) expenses and costs of plugging and abandoning well▇ ▇▇▇ the restoration of well or operation sites located on lands included in the Assets, all in accordance with the applicable laws, regulations and contractual provisions.
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Assumption of Obligations and Indemnification. Assignee hereby assumes --------------------------------------------- all of the liabilities and all obligations, debts, costs, expenses, liens, encumbrances, demands, claims, actions, losses and damages of any kind whatsoever arising under or affecting the Contracts or related to the ownership, construction and operation of the Pipeline, whether accruing before or after the date hereof. Assignee hereby agrees to indemnify and hold Assignor harmless from and against all claims, liabilities, costs, expenses, and causes of action arising out of, related to or affecting the Contracts or related to the ownership, construction and operation of the Pipeline, whether accruing before or after the date hereof.
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Assumption of Obligations and Indemnification. 18 Section 11.1 Buyer’s Assumption of Liabilities and Obligations ............................. 18 Section 11.2 Indemnification ....................................................................................... 18 Section 11.3 Survival .................................................................................................... 19 Section 11.4 Procedure ................................................................................................. 19 Section 11.5 No Insurance; Subrogation .................................................................... 20 Section 11.6 Reservation as to Non-Parties ................................................................ 20 Section 11.7
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Assumption of Obligations and Indemnification. Unless otherwise expressly provided in this Agreement, each capitalized term used herein shall have the meaning given to it as follows:
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Assumption of Obligations and Indemnification. From the date of this Agreement until the expiry or due exercise thereof, BMG and BMG USA will jointly and severally assume all of the obligations of GAM under the Joint Venture Agreement and agrees to perform all of the obligations of GAM thereunder and pay timely all monies due thereunder on behalf of GAM, provided that GAM shall have the right to an observer on the Management Committee and the right to reject proposed Programs and Budgets, as defined in the Joint Venture Agreement, which are not fully funded in advance by BMG or BMG USA, as the case may be. BMG and BMG USA will jointly and severally indemnify and hold harmless GAM from any costs, damages, or liabilities of whatsoever kind and nature during the term of this Agreement resulting from any failure of BMG or BMG USA to comply with the assumed obligations under the Joint Venture Agreement. During the currency of this Agreement, BMG and BMG USA shall provide GAM with copies of all reports and other correspondence in connection with the Joint Venture Agreement.
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Assumption of Obligations and Indemnification 
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Related to Assumption of Obligations and Indemnification

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • Representations and Indemnities to Survive The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Survival and Indemnification 30 10.01 Survival........................................................................ 30 10.02