Indemnification by Landmark Sample Clauses

Indemnification by Landmark. Subject to Section 9.3, from and after the Closing Date, Landmark will indemnify, defend and hold harmless OpCo, OpCo’s Affiliates, including but not limited to Landmark Infrastructure Partners LP, and each of their respective partners, directors, members, officers, employees, and representatives (the “OpCo Indemnitees”), from and against any losses, liabilities, Liens, costs, damages, deficiencies, diminution in value, judgments, demands, suits, assessments, charges, fines, penalties, or expenses (including reasonable attorneys’ fees and other costs of litigation) (“Loss”) actually suffered or incurred by any of them resulting from, related to, or arising out of:

Indemnification by Landmark. (a) From and after the Closing, subject to the limitations set forth in this Article VIII, Landmark shall indemnify, protect, defend and hold harmless PRLP and its Affiliates and their respective officers, partners, directors, stockholders, members, shareholders, agents, employees and tenants (collectively, the “PRLP Indemnified Parties”), from and against, and reimburse the PRLP Indemnified Parties with respect to, any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) (but not including punitive, consequential, treble or other similar damages) (“Losses”) which the PRLP Indemnified Parties shall at any time suffer or incur, or become subject to, as a result of or arising out of: (i) a breach of any representation or warranty of Landmark set forth in this Agreement, (ii) any breach of any covenant, agreement or undertaking made by Landmark under this Agreement, (iii) any inaccuracy in the Merger Consideration Spreadsheet with respect to the amount of the Minority Interest Merger Consideration due and payable to any Minority Partner at the Closing (including any claims of any Minority Partner related to the foregoing) and (iv) any personal injury, property damage or any other liability related to the ownership, construction, maintenance, management, use or operation of the Property first existing or occurring prior to the Closing.

Indemnification by Landmark. Following the Closing Date, Landmark agrees to indemnify First Capital and the Bank against, and hold First Capital and the Bank harmless from any liability or obligation of any nature and any loss, damage, cost or expense (including reasonable attorneys’ fees and costs and expenses of litigation) that is incurred or suffered by First Capital or the Bank and that: (a) is based upon or pertains to the operation of the Resulting Bank by Landmark after the Effective Time (excluding any liability or obligation of any nature pertaining to the Merger), including any failure by Landmark to fulfill the liabilities and obligations associated with the assets and assumed by Landmark in the Merger; or (b) arises from any Breach of Landmark’s covenants and obligations or any inaccuracy of any representation set forth in this Agreement.

Indemnification by Landmark. Landmark shall indemnify and hold NetVoice and its affiliates and their directors, officers, employees, shareholders, agents, successors and permitted assigns harmless from and against any and all claims, losses, orders, liabilities, debts, obligations, costs, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, writs, decrees, or other expenses, including reasonable attorneys' fees, or diminution of value, whether or not involving a third party claim, of any nature or of any kind whatsoever, arising, directly or indirectly, out of or in any manner connected with (a) any misrepresentation or breach or failure of any representation or warranty of Landmark hereunder, or (b) the nonfulfillment of any covenant, agreement or obligation of Landmark hereunder.