By Assignor Sample Clauses

By Assignor. To induce the Assignee to accept the delivery of this Assignment, the Assignor hereby represents and warrants the following to the Assignee that, on the date hereof and at the time of such delivery:
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By Assignor. The Assignor shall defend, indemnify, and hold harmless the Assignee from and against and from any and all liability, claim of liability, or expense arising out of: (a) any default by the Assignor in performing its obligations under the provisions of the statutes occurring before the Effective Date, (b) any and all liability or expense of the Company arising before the Effective Date, and (c) any failure of the Assignor’s representatives contained in Section 2 to be true and complete in all material respects.
By Assignor. Assignor indemnifies and holds harmless Assignee ----------- from and against any and all loss, damage, liability, cost or expense, including, without limitation, court costs and reasonable attorneys' fees, arising out of, by reason of, or in connection with any action, suit, charge, complaint, proceeding, obligation, undertaking or other similar matter arising out of or in connection with any transaction, event, act or omission involving the Leases and Security Deposits which occurred, accrued and/or arose prior to the date hereof.
By Assignor. Assignor hereby agrees to defend, indemnify and hold harmless Assignee from and against all liability, loss, cost, damage or expense arising out of or resulting from the breach by Assignor of: (i) any of Assignor's representations or warranties contained herein; or (ii) any obligations of Assignor under the Contracts, or as landlord under the Leases, arising prior to the Effective Date.
By Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against all losses, claims, expenses, damages or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with the Membership Interests prior to the Effective Date.
By Assignor. The Assignor represents and warrants to and for the benefit of the Security Trustee as follows:
By Assignor. The Assignor shall defend, indemnify and hold harmless the Assignee against and from any and all liability, claim of liability or expense arising out of any failure of the Assignor's representation contained in the provisions of Section 2 to be true, accurate and complete in all material respects.
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By Assignor. The Assignor hereby represents, warrants and covenants to the Assignee that,
By Assignor. Assignor indemnifies, defends and holds harmless Assignee from and against any and all claims, damages, costs, liabilities, expenses and causes of action (including reasonable attorneysfees and costs) arising in connection with the Intangible Personal Property prior to the Effective Date, unless such claims, damages, costs, liabilities, expenses or causes of actions are due to Assignee’s acts or omissions.
By Assignor. If Assignor materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof from Assignee, Assignee may terminate this Agreement by written notice. However, if such breach is non-monetary in nature and is not reasonably capable of being cured within such thirty (30) day period, such thirty (30) day period may be extended to not more than an additional thirty (30) days (in Assignee’s reasonable discretion), provided that Assignor is diligently pursuing the cure of such breach in good faith. In addition, Assignee may terminate this Agreement immediately upon written notice to Assignee in the event of material dishonesty, fraud, misrepresentation or similar cause by Assignor in connection with the performance of its obligations under this Agreement. pdvConnect Customers. In the event of termination by Assignor due to Assignee’s failure to cure a material breach of this Agreement, including, but not limited to, its failure to make the pdvConnect Payments specified in Section 5.3, Assignor shall have the right, without further notice, to resume responsibility for customer care, billing and collection services for pdvConnect Customers. Assignee shall cooperate in providing to Assignor all pdvConnect Customer data needed for Assignor to provide those services and Assignee shall use commercially reasonable efforts to facilitate the transition. In the event of termination prior to Assignee remitting to Assignor the pdvConnect Payment for the prior month, Assignee shall promptly remit the pdvConnect Payment to Assignor.
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