Release of Lessor. Effective as of the Termination Date, but subject to the agreements, representations, warranties and indemnities contained in this Agreement, which agreements, representations, warranties and indemnities shall survive the termination of the Master Lease and the Leases, Lessee forever releases and discharges Lessor from any and all claims, demands or causes of action whatsoever against Lessor or its successors and assigns arising out of or in connection with the Equipment, the Master Lease or the Leases, and forever releases and discharges Lessor from any obligations to be observed or performed by Lessor under the Master Lease and the Leases. Notwithstanding such release, Lessor shall indemnify Lessee against, and hold Lessee, its officers, agents, employees, directors and shareholders harmless from, any and all claims, actions, suits, proceedings, costs, demands, damages and liabilities of whatever nature, and all costs and expenses, including Lessee’s reasonable attorneys’ fees and expenses (collectively “Claims”), relating to or in any way arising out of its breach of this agreement or any claims against the Equipment made by any party, whether now existing or hereafter arising out of events or omissions occurring on or before the Termination Date, other than Claims caused by the acts or omissions of Lessee; provided, however, that such indemnification obligation shall not apply to Claims arising out of or resulting from the operation of the Equipment.
Appears in 2 contracts
Sources: Debt Conversion Agreement (Granite City Food & Brewery LTD), Termination of Equipment Lease and Bill of Sale (Granite City Food & Brewery LTD)