Common use of Indemnification Obligations of Acquiror and the Tower Operator Clause in Contracts

Indemnification Obligations of Acquiror and the Tower Operator. (a) Without limiting Acquiror’s other obligations under this Agreement or any Collateral Agreement, from and after the Initial Closing, Acquiror shall defend, indemnify and save and hold harmless each of the Verizon Indemnified Parties from and against all Claims to the extent resulting from, arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty, other than a Non-Surviving Representation and Warranty, made by Acquiror in this Agreement (it being agreed that for purposes of determining the amount of any Claim with respect thereto, any Specified Representations and Warranties that are qualified as to materiality shall be deemed not to be so qualified); (ii) any breach or nonperformance of any covenant or agreement made by Acquiror or, after the Initial Closing, any Sale Site Subsidiary in this Agreement; (iii) any Post-Closing Liabilities; or (iv) any Acquiror Indemnified Site Claims. (b) Without limiting the Tower Operator’s other obligations under this Agreement or any Collateral Agreement, from and after the Initial Closing, the Tower Operator shall defend, indemnify and save and hold harmless each of the Verizon Indemnified Parties from and against all Claims to the extent resulting from, arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty made by the Tower Operator in this Agreement (it being agreed that for purposes of determining the amount of any Claim with respect thereto, any Specified Representations and Warranties that are qualified as to materiality shall be deemed not to be so qualified); or (ii) any breach or nonperformance of any covenant or agreement made by the Tower Operator in this Agreement. (c) The rights of the Verizon Indemnified Parties to indemnification under this Agreement shall not be affected by any investigation conducted or actual or constructive knowledge acquired at any time by a Verizon Indemnified Party, whether before or after the date of this Agreement or any Closing Date.

Indemnification Obligations of Acquiror and the Tower Operator. (a) Without limiting Acquiror’s other obligations under this Agreement or any Collateral Agreement, from and after the Initial Closing, Acquiror shall defend, indemnify and save and hold harmless each of the Verizon AT&T Indemnified Parties from and against all Claims to the extent resulting from, arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty, warranty other than a Non-Surviving Representation and Warranty, Warranty made by Acquiror in this Agreement (it being agreed that for purposes of determining the existence of any such inaccuracy or breach or the amount of any Claim with respect thereto, any the Specified Representations and Warranties that Warranties, to the extent they are qualified as to materiality materiality, shall be deemed not to be so qualified); (ii) any breach or nonperformance of any covenant or agreement made by Acquiror or, after the Initial Closing, any Sale Site Subsidiary in this Agreement; (iii) any Post-Closing Liabilities; or (iv) any Acquiror Indemnified Site Claims. (b) Without limiting the Tower Operator’s other obligations under this Agreement or any Collateral Agreement, from and after the Initial Closing, the Tower Operator shall defend, indemnify and save and hold harmless each of the Verizon AT&T Indemnified Parties from and against all Claims to the extent resulting from, arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty made by the Tower Operator in this Agreement (it being agreed that for purposes of determining the existence of any such inaccuracy or breach or the amount of any Claim with respect thereto, any the Specified Representations and Warranties that Warranties, to the extent they are qualified as to materiality materiality, shall be deemed not to be so qualified); or (ii) any breach or nonperformance of any covenant or agreement made by the Tower Operator in this Agreement. (c) The rights of the Verizon AT&T Indemnified Parties to indemnification under this Agreement shall not be affected by any investigation conducted or actual or constructive knowledge acquired at any time by a Verizon an AT&T Indemnified Party, whether before or after the date of this Agreement or any Closing Date. (d) Acquiror’s and the Tower Operator’s payment and indemnification obligations with respect to Taxes (other than such obligations with respect to Taxes as a result of Section 11.8) shall be governed solely under Section 22 and Section 34 of the MPL and Section 2.10 hereof and not this Article 11.