Common use of Indemnification by Landmark Clause in Contracts

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: (a) the breach of any representation, warranty or covenant of Landmark contained in this Agreement, including any Exhibit to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “material adverse effect” or similar qualifiers set forth in such representation, warranty or covenant for purposes of determining whether there is a breach and the Loss resulting from, related to, or arising out of such breach; or (b) any claim for Taxes relating to any Asset for any period prior to the Closing Date (except to the extent OpCo has otherwise received a proration credit or adjustment hereunder).

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: (a) the breach of any representation, warranty or covenant of Landmark contained in this Agreement, including any Exhibit to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “material adverse effect” or similar qualifiers set forth in such representation, warranty or covenant for purposes of determining whether there is a breach and the Loss resulting from, related to, or arising out of such breach; or (b) any claim for Taxes relating to any Asset or XxXxxxx Asset for any period prior to the Closing Date (except to the extent OpCo has otherwise received a proration credit or adjustment hereunder).