By Assignee. The Assignee hereby agrees to indemnify the Assignor against any expense incurred by it in connection with the Assignee's admission and substitution as a Partner (including, by way of example rather than of limitation, any such expense incurred in preparing and filing for record any amendment of the Partnership Agreement or the Partnership's Certificate of Limited Partnership), and any other instrument, if necessitated by such admission and substitution. The Assignee shall defend, indemnify and hold harmless the Assignor against and from any and all liability, claim of liability or expense arising out of any failure of the Assignee's representation contained in the provisions of Section 2 to be true, accurate and complete in all material respects.
Appears in 2 contracts
Sources: Assignment of Partnership Interest (Carlyle Real Estate LTD Partnership Xiv /Il/), Assignment of Partnership Interest (Carlyle Real Estate LTD Partnership Xv)