Common use of Indemnification by Assignee Clause in Contracts

Indemnification by Assignee. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, and its partners, officers, directors, members, shareholders, affiliates, managers, employees and agents, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to (i) the breach by Assignor or Assignee of those obligations, terms or covenants under or pursuant to the F▇▇▇▇▇ Ground Lease which relate to the physical or environmental condition of the F▇▇▇▇▇ Ground Leased Property, irrespective of whether same arose or accrued (or arises or accrues) prior to, on or after the Closing (as defined in the Agreement), and (ii) the breach by Assignee of any of the other obligations, terms or covenants of Assignor, as ground lessee under or pursuant to the Ground Lease, which obligations, terms or covenants accrue from and after the date hereof. The indemnification obligation contained in this Section 4 shall be subject to all applicable procedures, limitations on liabilities and other provisions contained in the Agreement, in each instance relating to Assignee’s liability.

Indemnification by Assignee. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, and its partners, officers, directors, members, shareholders, affiliates, managersemployees, employees managers and agents, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to (i) the breach by Assignor or Assignee of those the obligations, terms or covenants under or pursuant to the F▇▇▇▇▇ Ground Lease Licenses and Permits and Warranties assigned hereunder which relate to the physical or environmental condition of the F▇▇▇▇▇ Ground Leased Property, irrespective of whether same arose or accrued (or arises or accrues) prior to, on or after the Closing (as defined in the Agreement)Closing, and (ii) the breach by Assignee of any of the other obligations, terms or covenants of Assignor, as ground lessee Assignor under or pursuant to the Ground LeaseLicenses and Permits and the Warranties assigned hereunder, which obligations, terms or covenants accrue from and after the date hereof. The indemnification obligation contained in this Section 4 shall be subject to all applicable procedures, limitations on liabilities and other provisions contained in the Agreement, in each instance Agreement relating to Assignee’s liability.

Indemnification by Assignee. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, and its partners, officers, directors, members, shareholders, affiliates, managers, employees and agents, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to (i) the breach by Assignor or Assignee of those obligations, terms or covenants under or pursuant to the F▇▇▇▇▇ Ground Lease Leases which relate to the physical or environmental condition of the F▇▇▇▇▇ Ground Leased Property, irrespective of whether same arose or accrued (or arises or accrues) prior to, on or after the Closing (as defined in the Agreement)Closing, and (ii) the breach by Assignee of any of the other obligations, terms or covenants of Assignor, as ground lessee under or pursuant to the Ground LeaseLeases, which other obligations, terms or covenants accrue from and after the date hereof. The indemnification obligation contained in this Section 4 shall be subject to all applicable procedures, limitations on liabilities and other provisions contained in the Agreement, in each instance Agreement relating to Assignee’s liability.

Indemnification by Assignee. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, and its partners, officers, directors, members, shareholders, affiliates, managersemployees, employees managers and agents, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to (i) the breach by Assignor or Assignee of those the obligations, terms or covenants under or pursuant to the F▇▇▇▇▇ Ground Lease Licenses and Permits and Warranties assigned hereunder which relate to the physical or environmental condition of the F▇▇▇▇▇ Ground Leased Property, irrespective of whether same arose or accrued (or arises or accrues) prior to, on or after the Closing (as defined in the Agreement)Closing, and (ii) the breach by Assignee of any of the other obligations, terms or covenants of Assignor, as ground lessee Assignor under or pursuant to the Ground LeaseLicenses and Permits and the Warranties assigned hereunder, which obligations, terms or covenants accrue from and after the date hereof. The indemnification obligation contained in this Section 4 shall be subject to all applicable procedures, limitations on liabilities and other provisions contained in the Agreement, in each instance Agreement relating to Assignee’s liability. 5.

Indemnification by Assignee. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, and its partners, officers, directors, members, shareholders, affiliates, managers, employees and agents, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to (i) the breach by Assignor or Assignee of those obligations, terms or covenants under or pursuant to the F▇▇▇▇▇▇ Ground Lease which relate to the physical or environmental condition of the F▇▇▇▇▇▇ Ground Leased Property, irrespective of whether same arose or accrued (or arises or accrues) prior to, on or after the Closing (as defined in the Agreement), and (ii) the breach by Assignee of any of the other obligations, terms or covenants of Assignor, as ground lessee under or pursuant to the Ground Lease, which obligations, terms or covenants accrue from and after the date hereof. The indemnification obligation contained in this Section 4 shall be subject to all applicable procedures, limitations on liabilities and other provisions contained in the Agreement, in each instance relating to Assignee’s liability. 5.

Indemnification by Assignee. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, and its partners, officers, directors, members, shareholders, affiliates, managersemployees, employees managers and agents, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) ), if any, arising out of or relating to (i) the breach by Assignor or Assignee of those obligations, terms or covenants under or pursuant to the F▇▇▇▇▇ Ground Lease Licenses and Permits and Warranties assigned hereunder which relate to the physical or environmental condition of the F▇▇▇▇▇ Ground Leased Property, irrespective of whether same arose or accrued (or arises or accrues) prior to, on or after the Closing (as defined in the Agreement)Closing, and (ii) the breach by Assignee of any of the other obligations, terms or covenants of Assignor, as ground lessee Assignor under or pursuant to the Ground LeaseLicenses and Permits and the Warranties, which other obligations, terms or covenants accrue from and after the date hereof. The indemnification obligation contained in this Section 4 3 shall be subject to all applicable procedures, limitations on liabilities and other provisions contained in the Agreement, in each instance Agreement relating to Assignee’s liability.