Indemnity of Assignee. The Assignor will indemnify and hold harmless the Assignee from and against any loss, cost, damage, claim, demand or cause of action (including all actual legal costs on a solicitor and own client basis) in any way resulting from, connected with or arising out of, any breach or non-observance by the Assignor of any of the Assumed Obligations arising at any time prior to the Effective Date.
Indemnity of Assignee. Assignor hereby indemnifies Assignee for, and holds Assignee harmless from, any and all liability, loss or damage which may be incurred under said Lease(s), or under or by reason of this Assignment, and from any and all claims and demands whatsoever which may be asserted against Assignee by reason of any alleged obligations or undertakings under any of the Lease(s), except for such claims and demands as may result from Assignee’s gross negligence or willful misconduct. Should Assignee incur any such liability under the Lease(s) or under or by reason of this Assignment or in defense of any such claims or demands, the amount thereof, including costs, expenses and reasonable attorneys’ fees, shall be secured by the Mortgage and Assignor shall reimburse Assignee therefor, immediately upon demand and upon the failure of Assignor so to do, Assignee, at its option, may declare all sums secured by the Mortgage immediately due and payable.
Indemnity of Assignee. Assignee hereby agrees to indemnity, hold Assignor harmless and at Assignor's election, shall defend Assignor, its employees, agents, officers, successors and assigns from any and all claims, liabilities, reasonable costs, damages, reasonable expenses and reasonable attorneys' fees under the Lease arising from incidents or events occurring subsequent to the execution hereof.
Indemnity of Assignee. Assignor hereby indemnifies and holds Assignee (along with its Representatives) harmless from any liability, cost or expense (including reasonable attorneys’ fees) arising out of any claim asserted by a third party against Assignee which claim is based on a breach by Assignor of its obligations hereunder or pursuant to the Assigned Agreement and/or the gross negligence or intentionally wrongful acts or omissions of Assignor in the performance of its obligations and responsibilities under this Agreement or the Assigned Agreement. If Assignee seeks indemnification from Assignor, it shall give Assignor notice of such claim, and Assignee shall defend and settle such claim at its sole expense, provided that Assignee shall cooperate in such defense, and further provided that Assignee may elect to engage counsel to participate in such defense at its own expense.
Indemnity of Assignee. Assignor shall protect, defend, and indemnify Assignee (including any officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or other person or entity affiliated with Assignee, or any officer, director, employee, trustee, shareholder, partner, principal or adviser of any such parent, subsidiary or other affiliate (collectively, “Assignee’s Affiliates”)) against, and hold Assignee and Assignee’s Affiliates harmless from, any and all claims, demands, causes of action, losses, damages, liabilities, and costs and expenses (including, without limitation, attorney’s fees and disbursements), asserted against or incurred by Assignee or any of Assignee’s Affiliates arising under the Contracts and based on events occurring prior to the Closing Date (to the extent not due to the action or negligence of Assignee). In the event any action or proceeding is brought against any Assignee or any of Assignee’s Affiliates for any claim against which Assignor is obligated to indemnify such person or entity hereunder, Assignor upon notice from Assignee shall defend such action or proceeding at Assignor’s sole expense by counsel selected by Assignor and reasonably acceptable to Assignee.
Indemnity of Assignee. (a) Except with respect to Assignee’s gross negligence or willful misconduct, Assignor hereby indemnifies Assignee for, and holds Assignee harmless from, and shall be responsible for, any and all liability, loss or damage which may be incurred under the Leases, or under or by reason of this Assignment, and from any and all claims and demands whatsoever which may be asserted against Assignee by reason of any alleged obligations or undertakings under any of the Leases.
Indemnity of Assignee. Assignor hereby indemnifies Assignee for, and holds Assignee harmless from, any and all liability, loss or damage that may be incurred under the Leases, or under or by reason of this Assignment, and from any and all claims and demands whatsoever that may be asserted against Assignee by reason of any alleged obligations or undertakings under any of the Leases, except to the extent that any such liability, loss, damages or demand results from Assignee's own gross negligence or willful misconduct. Should Assignee incur any such liability under the Leases or under or by reason of this Assignment or in defense of any such claims or demands, except to the extent that the same shall have resulted from Assignee's own gross negligence or willful misconduct, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment and Assignor shall reimburse Assignee therefor, immediately upon demand and upon the failure of Assignor so to do, Assignee, at its option, may declare all Mortgage Obligations immediately due and payable.
Indemnity of Assignee. Assignor agrees to indemnify, hold harmless and defend Assignee from and against any and all claims, expenses, costs, obligations and liabilities (including reasonable attorneys’ fees) (collectively, “Claims”) that may, at any time be asserted by a third party, or be suffered or incurred by Assignee on account of Assignor’s failure to perform any covenants and obligations under the Leases arising or accruing prior to the Effective Date. The foregoing indemnification obligation shall remain operative and shall survive the delivery of this Assignment only with respect to Claims made in writing not later than nine (9) months after the Effective Date.
