Breach By Assignee. In the event Assignee breaches any of its representations or warranties contained in Section 5 herein or its covenants contained in this Section 6 and, provided that either of the FMC Parties makes a written claim for indemnification against Assignee within the Survival Period, then Assignee shall indemnify, defend and hold harmless the FMC Parties and their respective officers, directors, shareholders, employees and agents to the fullest extent lawful from and against any Adverse Consequences any of them shall sustain or incur arising out of or resulting from the breach.
Appears in 3 contracts
Sources: Purchase and Assignment Agreement, Purchase and Assignment Agreement, Purchase and Assignment Agreement (First Marblehead Corp)