FOCIL's Indemnification Sample Clauses

FOCIL's Indemnification. FOCIL hereby agrees to protect, defend and indemnify Assignee, Assignee's parent, affiliated and subsidiary companies, and Assignee's or such companies' officers, directors, shareholders, agents, employees and attorneys, and their respective successors and assigns (collectively, "Assignee Affiliates") against, and to hold Assignee and Assignee Affiliates harmless from, any and all "Losses" (as defined in Paragraph 4.1 below) asserted against or incurred by Assignee or any Assignee Affiliates by the Successor Agency in connection with or arising out of FOCIL's violation of or failure to fully satisfy, perform and observe each and all of the Excluded Obligations. Assignee agrees to use commercially reasonable efforts to give prompt notice to FOCIL with respect to any suit or claim initiated or threatened against Assignee or Assignee Affiliates against which FOCIL is obligated to indemnify such person or entity hereunder, and in no event later than the earlier of (A) ten