Common use of Indemnification by Assignor Clause in Contracts

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold harmless Assignee from and against any and all actual, out-of-pocket claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignee in connection with any failure by Assignor to perform its obligations under this Assignment.

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold Assignee harmless Assignee from and against any and all actualclaim, out-of-pocket claimsdemand, lossescause of action, damagescharge, liabilities and expensesjudgment, including damage, liability, cost or expense (including, without limitation, reasonable attorneys’ fees, suffered or incurred by Assignee fees and legal costs) arising out of the Contracts in connection with any failure by Assignor events occurring prior to perform its obligations under the date of this Assignment.

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold Assignee harmless Assignee from and against any and all actualclaim, out-of-pocket claimsdemand, lossescause of action, damagescharge, liabilities and expensesjudgment, including damage, liability, cost or expense (including, without limitation, reasonable attorneys’ fees, suffered or incurred by Assignee in connection with any failure by Assignor fees and legal costs) arising out of the Contracts prior to perform its obligations under the date of this Assignment.

Indemnification by Assignor. Assignor hereby agrees to indemnifyfully, protect, defend (with counsel reasonably satisfactory to Assignee) completely and unconditionally indemnify and hold Assignee harmless Assignee from and against any and all actual, out-of-pocket claims, losses, expenses, liabilities, damages, liabilities including without limitation, interest and expensespenalties, including reasonable attorneys’ fees, suffered and all amounts paid in settlement of any claim, that may be asserted against Assignee, or incurred by which Assignee may incur or suffer and that arise under a Third Party Lease, License or Contract prior to the date of closing of the transaction contemplated in connection with any failure by Assignor to perform its obligations under this Assignmentthe Agreement.

Indemnification by Assignor. Assignor hereby agrees to defend, indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold Assignee harmless Assignee from and against any and all actual, out-of-pocket claims, lossesdemands, actions, causes of action, liabilities, damages, liabilities costs, and expenses, expenses (including reasonable attorneys’ fees) arising from any default, suffered act, or incurred by Assignee in connection with any failure by omission on the part of Assignor or Manager, or their respective representatives, agents, successors or assigns, related to perform its obligations under this Assignmentthe Tenant Leases assigned hereby that occurred prior to the date hereof.

Indemnification by Assignor. Assignor hereby agrees to indemnifyfully, protect, defend (with counsel reasonably satisfactory to Assignee) completely and unconditionally indemnify and hold Assignee harmless Assignee from and against any and all actual, out-of-pocket claims, losses, expenses, liabilities, damages, liabilities including without limitation, interest and expensespenalties, including reasonable attorneys’ fees, suffered and all amounts paid in settlement of any claim, that may be asserted against Assignee, or incurred by which Assignee in connection with any failure by Assignor to perform its obligations may incur or suffer and that arise under this Assignment.the O&M Agreement

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) indemnify and hold harmless Assignee from and against any and all actualliability, out-of-pocket claimsloss, lossesdamage, damages, liabilities and expensescost or expense, including reasonable attorneys’ attorney’s fees, suffered which Assignee may suffer or incurred incur by Assignee in connection with reason of any act or cause of action occurring or accruing prior to the Effective Date and arising out of or relating to Assignor’s failure by Assignor to perform its any of the obligations of Assignor under this Assignmentthe Lease.

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold harmless indemnify Assignee from and against any and all actual, out-of-pocket claims, losses, damages, liabilities liabilities, judgments, demands, costs and expenses, including without limitation, reasonable attorneys’ fees' fees and costs under the Warranties, suffered Permits and Contracts arising or incurred by Assignee in connection with any failure by Assignor accruing prior to perform its obligations under this Assignmentthe Assignment Date.

Indemnification by Assignor. Assignor hereby agrees to indemnifyand hereby does defend, protect, defend (with counsel reasonably satisfactory to Assignee) indemnify and hold Assignee harmless Assignee from and against any and all actuallosses, out-of-pocket claims, lossesdemands, suits, expenses (including, without limitation, reasonable attorneys’ fees and disbursements and court costs), damages, obligations and liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignee in connection Assignee, arising or accruing with any failure by Assignor respect to perform its obligations under this Assignmentthe Service Contracts for the period prior to the Closing Date during Assignor’s ownership of the Property.

Indemnification by Assignor. Assignor hereby agrees to indemnifyfully, protect, defend (with counsel reasonably satisfactory to Assignee) completely and unconditionally indemnify and hold Assignee harmless Assignee from and against any and all actual, out-of-pocket claims, losses, expenses, liabilities, damages, liabilities including without limitation, interest and expensespenalties, including reasonable attorneys’ fees, suffered and all amounts paid in settlement of any claim, that may be asserted against Assignee, or incurred by which Assignee may incur or suffer and that arise under a Third Party Lease, License, or Contract prior to the date of closing of the transaction contemplated in connection with any failure by Assignor to perform its obligations under this Assignmentthe Agreement.

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, hold harmless, defend (with counsel reasonably satisfactory to Assignee) and hold harmless indemnify Assignee from and against any and all actual, out-of-pocket claims, lossesjudgments, damages, liabilities liabilities, costs and expenses, including including, without limitation, reasonable attorneys’ feesattorney's fees and costs, suffered or incurred by Assignee accruing under the Lease prior to the Assignment Date in connection with any failure by the obligations of Assignor to perform its obligations under this Assignmentthereunder.

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold harmless Assignee from and against any and all actual, out-of-pocket claims, losses, damages, liabilities and expenses, including reasonable attorneys’ ' fees, suffered or incurred by Assignee in connection with any failure by Assignor to perform its obligations under this Assignment.

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold Assignee harmless Assignee from and against any and all actualclaim, out-of-pocket claimsdemand, lossescause of action, damagescharge, liabilities and expensesjudgment, including damage, liability, cost or expense (including, without limitation, reasonable attorneys’ fees, suffered or incurred by Assignee fees and legal costs) arising out of the Service Agreements in connection with any failure by Assignor events occurring prior to perform its obligations under the date of this Assignment.

Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) indemnify and hold Assignee harmless Assignee from and against any and all actual, out-of-pocket claims, lossesdemands, damages, liabilities suits and expensespayments of any cost or expense, including reasonable attorneys’ ' fees, suffered that Assignee shall suffer or incurred by Assignee in connection with any incur as a result of Assignor's failure by Assignor to perform its obligations under this Assignmentthe Purchase Agreement, the HUD Commitment or Assumed Contracts prior to the Effective Time.

Indemnification by Assignor. Assignor hereby indemnifies Assignee, and agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold Assignee harmless Assignee from and against any and all actualliability, out-of-pocket claimsloss, lossescost, damages, liabilities and expensesdamage and/or expense, including without limitation reasonable attorneys’ fees, suffered or incurred by which Assignee shall incur in connection with to the Leases by reason of any failure by or alleged failure of Assignor to perform have complied with or to have fully performed, before the date hereof, all obligations on its obligations part to have been performed, complied with or discharged under this Assignmentany of the terms and conditions of the Leases.

Indemnification by Assignor. Assignor hereby agrees to indemnifyfully, protectcompletely, defend (with counsel reasonably satisfactory to Assignee) and unconditionally indemnify and hold Assignee harmless Assignee from and against any and all actual, out-of-pocket claims, losses, expenses, liabilities, damages, liabilities including without limitation, interest and expensespenalties, including reasonable attorneys’ fees, suffered and all amounts paid in settlement of any claim, that may be asserted against Assignee, or incurred by which Assignee in connection with any failure by Assignor to perform its obligations may incur or suffer and that arise under this Assignment.the O&M Agreement

Indemnification by Assignor. Assignor hereby indemnifies Assignee, and agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold Assignee harmless Assignee from and against any and all actualliability, out-of-pocket claimsloss, lossescost, damagesdamage and/or expense, liabilities and expensesincluding, including without limitation, reasonable attorneys’ fees, suffered or incurred by which Assignee shall incur in connection with to the REA by reason of any failure by or alleged failure of Assignor to perform have complied with or to have fully performed, before the date hereof, all obligations on its obligations part to have been performed, complied with or discharged under this Assignmentany of the terms and conditions of the REA.

Indemnification by Assignor. Assignor hereby agrees to shall indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold Assignee, its successors and assigns, free and harmless Assignee from and against any and all actualloss, out-of-pocket claimsliability, lossesdamage, damagesclaim, liabilities and expensescost or expense, including reasonable attorneys’ ' fees, suffered or incurred by Assignee arising from any default in connection with any failure by Assignor the performance of the Assignor's obligations, covenants and conditions under the Lease existing prior to perform its obligations under the Effective Date of this Assignment.