Assumption and Indemnification Clause Samples
The Assumption and Indemnification clause establishes that one party agrees to take on certain liabilities and to protect the other party from losses or claims arising from specified events or actions. In practice, this means that if a third party brings a lawsuit or claim related to the assumed responsibilities, the indemnifying party will cover legal costs, damages, or settlements. This clause is essential for allocating risk between parties, ensuring that the party best positioned to manage or control certain risks bears the financial consequences, thereby providing clarity and protection in contractual relationships.
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Assumption and Indemnification. (a) Except as specifically otherwise provided in the Ancillary Agreements, Thermo Electron shall indemnify, defend and hold harmless the Viasys Indemnitees from and
(1) all Indemnifiable Losses arising from or relating to the Thermo Electron Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Viasys as a consequence of any misstatement or omission of a material fact with respect to Thermo Electron based on information supplied by Thermo Electron in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution, and related transactions, including without limitation, the Information Statement and the Form 10; and (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of Thermo Electron Group contained in this Agreement or any of the Ancillary Agreements.
(b) Except as specifically otherwise provided in the Ancillary Agreements, Viasys shall indemnify, defend and hold harmless the Thermo Electron Indemnitees from and against
(1) all Indemnifiable Losses arising from or relating to the Viasys Business, whether such Indemnifiable Losses relate to events, occurrences or circumstances occurring or existing, or whether such Indemnifiable Losses are asserted, before or after the Distribution Date; (2) all Indemnifiable Losses incurred by Thermo Electron as a consequence of any misstatement or omission of a material fact with respect to Viasys based on information supplied by Viasys in any documents or filings prepared for purposes of compliance or qualification under applicable securities laws in connection with the Distribution and related transactions, including without limitation, the Information Statement and the Form 10; (3) all Indemnifiable Losses arising from any breach of or failure to perform any obligation on the part of any member of the Viasys Group contained in this Agreement or any of the Ancillary Agreements; and (4) all Indemnifiable Losses arising from or relating to any obligations of any member of the Thermo Electron Group or its Representatives under any TMO Letter of Credit Guarantees.
(c) If any Indemnifiable Loss arises from or relates to both the Thermo Electron Business and the Viasys Business, Thermo El...
Assumption and Indemnification. On the date of Closing, Buyer shall ------------------------------ agree (and, upon the delivery to Buyer of the Assignment and ▇▇▇▇ of Sale shall be deemed to have agreed): (a) to assume, pay, and perform timely all duties, obligations, and liabilities relating to the ownership or operation of the Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1.(c) hereof), and (b) to release, indemnify, defend, and hold harmless the Seller Group from and against any and all claims, actions, liabilities, losses, damages, costs, or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership or operation of the Properties after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties on the Effective Date including, without limitation, all obligations properly to plug and abandon ▇▇▇▇▇ located on the Properties, to restore the surface of the Properties, and to comply with, or to bring the Properties into compliance with, applicable environmental laws, including all liability and expense for any restoration, clean-up, disposal, or removal that may be incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, on, or under the Properties, regardless of when the events occurred that give rise to such condition, and the assumptions and indemnifications by Buyer set forth in this Section shall expressly cover and include such matters. Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any and all claims, actions, liabilities, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to its ownership or operation of the Properties prior to the Effective Date. Any waste, contaminants, substances, or materials that were present or stored on the Properties prior to Closing and that were shipped, transferred, removed, or disposed of off the Properties prior to Closing are the sole responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless from and against any and all claims...
Assumption and Indemnification. (a) Subject to Section 4.02 hereof, the Tax Sharing Agreement and Article VII hereof, from and after the Distribution Date, ▇▇▇▇▇▇ shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each Healthcare Services Individual and each member of the Healthcare Services Group, and each of their Representatives and Affiliates, from and against, (1) all liabilities for third party claims relating to, arising out of or due to, directly or indirectly, the service by any Healthcare Services Individual as an officer, director or employee of any member of the ▇▇▇▇▇▇ Group prior to the Distribution, except to the extent covered by insurance and provided such indemnification would be permitted by law if such officer, director or employee made a claim for indemnification, (2) all Liabilities of the ▇▇▇▇▇▇ Group under this Agreement or any of the Other Agreements, and (3) all Indemnifiable Losses of any such Healthcare Services Individual, member of the Healthcare Services Group, Representative or Affiliate relating to, arising out of or due to, directly or indirectly, the ▇▇▇▇▇▇ Assets, the ▇▇▇▇▇▇ Liabilities, the ▇▇▇▇▇▇ Business, the ▇▇▇▇▇▇ Individuals or the ▇▇▇▇▇▇ Group's Representatives, whether relating to or arising out of occurrences prior to, on or after the Distribution Date.
(b) Subject to Section 4.02 hereof, the Tax Sharing Agreement and Article VII, and except as specifically provided in Section 4.03(a) hereof, from and after the Distribution Date, Ventiv shall assume, and shall indemnify, defend and hold harmless each ▇▇▇▇▇▇ Individual and each member of the ▇▇▇▇▇▇ Group, and each of their Representatives and Affiliates, from and against, (1) all Liabilities of the Healthcare Services Group under this Agreement or any of the Other Agreements and (2) all Indemnifiable Losses of any such ▇▇▇▇▇▇ Individual, member of the ▇▇▇▇▇▇ Group, or any Representative or Affiliate of the ▇▇▇▇▇▇ Group relating to, arising out of or due to, directly or indirectly, the Healthcare Services Assets, the Healthcare Services Liabilities, the Healthcare Services Business, the Healthcare Services Employees or the Healthcare Services Group's Representatives, whether relating to or arising out of occurrences prior to or after the Distribution Date.
(c) If an Indemnitee realizes a Tax benefit or detriment by reason of having incurred an Indemnifiable Loss for which such Indemnitee receives an Indemnity Payment from an Indemnifying Party or by reason o...
Assumption and Indemnification. From and after the Effective Date, the Assignee shall (a) be bound by the provisions of the statutes, as if the Assignee were a party thereto and a Member of the Company, and (b) indemnify the Company against any expense incurred by it in connection with the Assignee’ admission and substitution as a Member (including, by way of example rather than of limitation, any expense incurred in preparing and filing for record any amendment of the [statutes] or the [Company’s Articles of Organization], and any other instrument, if necessitated by the admission and substitution. WHEREOF, each party hereto has executed this Assignment or caused it to be executed on its behalf by its duly authorized representatives, the day and year first above written.
Assumption and Indemnification. (a) Subject to Section 5.03 hereof and the Other Agreements, from and after the Effective Time, Viad shall retain or assume (as between the Viad Group and the MoneyGram Group), as the case may be, and shall indemnify, defend and hold harmless each MoneyGram Individual and each member of the MoneyGram Group, and each of their Representatives and Affiliates, from and against:
(i) all Liabilities for Third-Party Claims relating to, arising out of or due to, directly or indirectly, the Distribution or to the service prior to the Effective Time by any MoneyGram Individual as an officer, director or employee of any member of the Viad Group, except as provided in the Employee Benefits Agreement and except to the extent covered by insurance; provided such indemnification would be permitted by law if such officer, director or employee made a claim for indemnification;
(ii) all Viad Liabilities;
(iii) any material breach by Viad or any member of the Viad Group hereof or of any Other Agreement;
(iv) all Indemnifiable Losses of any such MoneyGram Individual, member of the MoneyGram Group, Representative or Affiliate relating to, arising out of or due to, directly or indirectly, the Viad Assets, the Viad Liabilities, the Viad Business, the Former Viad Businesses, the Viad Individuals or the Viad Group’s Representatives, whether relating to or arising out of occurrences prior to, at or after the Effective Time, including any Indemnifiable Losses that Viad may incur as a result of any litigation set forth on Schedule 5.04(b)(iii); and
(v) all Liabilities related to or arising out of any untrue statement or alleged untrue statement of a material fact or omission to state a material fact required to be stated in any portion of the Distribution Registration Statement or the Information Statement (or any preliminary or final form thereof or any amendment thereto), or necessary to make the statements therein not misleading, but only to the extent that such material relates solely to Viad or any member of the Viad Group; and
(vi) all Viad obligations under Section 3.02(c) hereof.
(b) Subject to Section 5.03 hereof and the Other Agreements, and except as specifically provided in Section 5.04(a) hereof, from and after the Effective Time, MoneyGram shall retain or assume (as between the Viad Group and the MoneyGram Group), and shall indemnify, defend and hold harmless each Viad Individual and each member of the Viad Group, and each of their Representatives and Affiliates, from an...
Assumption and Indemnification. (a) Subject to Sections 4.02 and 4.03(c) and except as expressly provided in the Ancillary Agreements, from and after the Distribution Date, Sun and Sabra shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each member of the New Sun Group, and each of their Representatives and Affiliates, from and against, (i) all Sabra Liabilities, (ii) the use and operation of the Sabra Assets by Sabra following the Distribution, (iii) all Losses arising from or relating to or due to the failure to pay, perform or discharge in due course the Sabra Liabilities by any member of the Sabra Group who has an obligation with respect thereto and (iv) all Losses arising from or relating to any breach or violation of the covenants made in this Agreement by Sabra.
(b) Subject to Sections 4.02 and 4.03(c) and except as expressly provided in the Ancillary Agreements, from and after the Distribution Date, New Sun shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless the Sabra Indemnified Parties from and against, (i) all New Sun Liabilities, (ii) the use and operation of the New Sun Assets by New Sun following the Distribution, (iii) any and all Losses arising from or relating to or due to the failure to pay, perform or discharge in due course the New Sun Liabilities by any member of the New Sun Group who has an obligation with respect thereto and (iv) all Losses arising from or relating to any breach or violation of the covenants made in this Agreement by New Sun.
(c) The amount which an Indemnifying Party is required to pay to any Indemnitee pursuant to Sections 4.03(a) or (b) shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds and other amounts (including, without limitation, amounts received from Third Parties in respect of other indemnification or contribution obligations of Third Parties) actually recovered by such Indemnitee in reduction of the related Indemnifiable Loss, it being understood and agreed that each member of the Sabra Group and the New Sun Group shall use its commercially reasonable efforts, at the expense of the Indemnifying Party, to collect any such proceeds or other such amounts to which it or any of its Subsidiaries is entitled, without regard to whether it is the Indemnitee hereunder. If an Indemnitee receives an Indemnity Payment in respect of an Indemnifiable Loss and subsequently receives Insurance Proceeds or other amounts in respect of such I...
Assumption and Indemnification. (a) Assignee hereby assumes and agrees to pay, perform and discharge, as and when due, all of Assignor’s liabilities and obligations under the Building 3 Lease arising and accruing from and after the date hereof.
(a) Assignee hereby agrees to indemnify, defend and hold harmless Assignor from and against all of Assignor’s obligations and liabilities under and with respect to the Building 3 Lease and the Premises arising or accruing from and after the date hereof.
(b) Assignor hereby agrees to indemnify, defend and hold harmless Assignee from and against all of Assignor’s obligations and liabilities under and with respect to the Building 3 Lease and the Premises arising or accruing prior to the date hereof.
Assumption and Indemnification. 18 18. Environmental Assessment and Indemnification by Buyer . . 19
Assumption and Indemnification. (a) AT CLOSING, BUYER SHALL ASSUME ALL COSTS, OBLIGATIONS AND LIABILITIES OF SELLER THAT (I) RELATE TO THE ASSETS, (II) ARISE FROM OR RELATE TO EVENTS OCCURRING ON OR AFTER BUT NOT BEFORE THE EFFECTIVE TIME AND (III) DO NOT ARISE FROM OR RELATE TO THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR THE BREACH OF, OR FAILURE TO PERFORM OR SATISFY, ANY COVENANT OF SELLER, SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT ("ASSUMED OBLIGATIONS"); PROVIDED; HOWEVER, BUYER SHALL HAVE NO OBLIGATIONS WITH RESPECT TO LIABILITIES ARISING FROM INJURIES OR DEATH WITH RESPECT TO CONTINUED OPERATION BY SELLER OF THE ASSETS AFTER THE EFFECTIVE TIME AND PRIOR TO THE CLOSING DATE.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SELLER SHALL BE RESPONSIBLE FOR, SHALL PAY ON A CURRENT BASIS, AND SHALL DEFEND, INDEMNIFY, SAVE, HOLD HARMLESS, DISCHARGE AND RELEASE BUYER FROM AND AGAINST ANY AND ALL LIABILITIES, ARISING FROM, BASED UPON, RELATED TO OR ASSOCIATED WITH: (1) ANY LIABILITIES OF SELLER OTHER THAN THE ASSUMED OBLIGATIONS; (2) ANY ACT, OMISSION, EVENT, CONDITION OR CIRCUMSTANCE INVOLVING OR RELATING TO THE ASSETS OCCURRING OR EXISTING BEFORE THE EFFECTIVE TIME; (3) THE OWNERSHIP OR OPERATION OF THE ASSETS BEFORE THE EFFECTIVE TIME; (4) ANY BROKERS' OR FINDERS' FEES OR COMMISSIONS ARISING WITH RESPECT TO BROKERS OR FINDERS RETAINED OR ENGAGED BY ANY PERSON OTHER THAN BUYER AND RESULTING FROM OR RELATING TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT; (5) THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT; (6) THE BREACH OF, OR FAILURE TO PERFORM OR SATISFY, ANY OF THE COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT; AND/OR (7) CAUSED BY OR ARISING OUT OF OR RESULTING FROM INJURY OR DEATH WHICH IS ATTRIBUTABLE TO 34 39 OPERATIONS BY SELLER BETWEEN THE EFFECTIVE TIME AND THE CLOSING DATE.
(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER SHALL BE RESPONSIBLE FOR, SHALL PAY ON A CURRENT BASIS, AND SHALL DEFEND, INDEMNIFY, SAVE, HOLD HARMLESS, DISCHARGE AND RELEASE SELLER FROM AND AGAINST ANY AND ALL LIABILITIES ARISING FROM, BASED UPON, ...
Assumption and Indemnification. Except as provided in Section 18(b) below with respect to the JW Litigation (below defined), and except for matters which would constitute
(a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(c) above), and (b) to indemnify and hold Seller (and the respective affiliates of the parties constituting Seller, and the respective directors, officers, employees, attorneys, contractors and agents of such affiliates and such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to either (A) the ownership and/or operation of the Properties after the Effective Date or (B) a breach of Buyer's express representations and warranties set forth in Section 5 above. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that such duties, obligations and liabilities arising out or otherwise relating to the ownership and/or operation of the Properties after the Effective Date (other than matters which should have been disclosed under Section 4(a)(vii) above, but were not) shall (notwithstanding anything herein appearing to be to the contrary) be deemed to include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, ▇▇▇▇▇ located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable environmental laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. Seller shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance shall be deemed to have agreed) to indemn...