Indemnification and Assumption Clause Samples

Indemnification and Assumption a. The Assignor shall indemnify and hold harmless the Assignee, its directors, officers, employees and agents from and against any claims, actions, cause of action, losses, costs and damages including, without limitation, reasonable legal and attorney’s fees and costs of every kind and nature which the Assignee, its directors, officers employees and agents may incur in respect of the Assignor’s grossly negligent, fraudulent and/or willful misconduct or material breach of any terms of this Agreement. However, the Assignor shall not be responsible for losses arising from a breach of this Agreement as a result of any fraudulent or negligent act or willful misconduct of the Assignee or any of its directors, officers, employees or agents. b. The Assignee shall indemnify and hold harmless the Assignor, its directors, officers, employees and agents from and against any claims, actions, cause of action, losses, costs and damages including, without limitation, reasonable legal and attorney’s fees and costs of every kind and nature which the Assignor, its directors, officers employees and agents may incur in respect of the Assignee’s negligent, fraudulent and/or willful misconduct or material breach of any terms of this Agreement. However, the Assignee shall not be responsible for losses arising from a breach of this Agreement as a result of any fraudulent or negligent act or willful misconduct of the Assignor or any of its directors, officers, employees or agents. c. The Assignee shall assume all the rights of the Assignor under FAF Program. Furthermore, the Assignee and Assignor shall work together to address any problems or issues with any FAF Program courses, without in any manner implying that the Assignee accepts assignment of any liabilities or obligations in these or any other contract. The previous notwithstanding, Assignee shall not assume any liabilities of GPSI under the FAF Program; provided however, that (i) Assignee will provide accounting for all monies paid to a participating golf course that has a first monies in or guaranteed contract with GPSI, those courses listed on Schedule 9(c)(i) attached hereto, and these monies will be credited towards the Royalty; and (ii) Assignee will assume rental obligations for courses in Europe contracted under a FAF agreement, specifically, those courses listed on Schedule 9(c)(ii) attached hereto, at Dream Shot’s sole discretion.

Indemnification and Assumption. 23 7.1. By TXU.........................................................................................23 7.2. Limitations on TXU's Indemnity.................................................................24 7.3. By Buyer.......................................................................................24 7.4. Express Negligence Rule........................................................................24 7.5. Notice of Claim................................................................................25 7.6. Third Party Claims.............................................................................25 7.7. Subrogation....................................................................................26 7.8. Exclusive Remedies; Survival of Representations and Warranties; Limitation of Certain Liabilities....................................................................................26

Indemnification and Assumption. 41 Section 11.01 Survival of Representations and Warranties..............................................41 Section 11.02 Limited Indemnification By Seller.......................................................41 Section 11.03 Indemnification by Buyer and HSRTW......................................................44 Section 11.04

Indemnification and Assumption