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3. INDEMNIFICATION <br /> 3.1. Assignor. The Assignor shall defend, indemnify, and hold harmless the Assignee <br /> from and against and from any and all liability, claim of liability, or expense arising out of: <br /> (a) any default by the Assignor in performing its obligations under the provisions <br /> of the Agreement occurring before the Effective Date; <br /> (b) any and all liability or expense of the Company arising before the Effective <br /> Date; and <br /> (c) any failure of the Assignor's representatives contained in Section 2 to be true <br /> and complete in all material respects. <br /> 3.2. By Assignee. The Assignee shall defend, indemnify, and hold harmless the <br /> Assignor against and from any and all liability, claim of liability, or expense arising out of: <br /> (a) any default by the Assignee in performing its obligations under the provisions <br /> of the Agreement occurring after the Effective Date; and <br /> (b) any and all liability, claim of liability, or expense of the Company arising after <br /> - — the Effective Date. — <br /> The Assignee, on behalf of the Company, also hereby releases any and all claims the <br /> Company has or may have against the Assignor, except to the extent inconsistent with <br /> Section 3.1 hereof. <br /> 4. CONSENT OF THE COMPANY <br /> This Assignment is subject to and conditioned upon the Company's delivery of its <br /> consent hereto. If that consent is not obtained by the Effective Date this Assignment shall be <br /> null, void and of no further force and effect. <br /> 5. NOTICES <br /> Any notice, demand, consent, approval, request, or other communication or document to <br /> be provided hereunder to a party hereto shall be: <br /> (a) in writing; and <br /> (b) deemed to have been provided: <br /> (i) forty-eight (48) hours after being deposited with a post office as certified <br /> or registered mail in the United States mail, postage prepaid, return receipt <br /> requested, to the address of the party set forth in this Agreement or to any <br /> other address in the United States of America as the party my designate <br /> from time to time by notice to the other party; or <br /> (ii) upon being given by hand or other actual delivery to the party. <br /> Assignment of LLC Membership Interest—Pago 3 of 6 <br />