Indemnity of Weedmaps and the Members Sample Clauses

Indemnity of Weedmaps and the Members. LCLX and LC Merger Sub each agree to indemnify, defend and hold Weedmaps and the Members harmless from and against any and all Losses (as hereinafter defined) arising out of or resulting from the breach by LCLX or LC Merger Sub of any representation, warranty, covenant or agreement contained in this Agreement or the schedules and exhibits hereto. For purposes of Section 6.2, the term “Losses” shall mean all damages, costs and expenses (including reasonable attorneys’ fees) of every kind, nature or description, it being the intent of the Parties that the amount of any such Loss shall be the amount necessary to restore the indemnified party to the position it would have been in (economically or otherwise), including any costs or expenses incident to such restoration, had the breach, event, occurrence or condition occasioning such Loss never occurred. In addition, LCLX and LC Merger Sub each hereby agree to indemnify Weedmaps and the Members for up to fifty percent (50%) of any Losses (including taxes, penalties and interest) paid by such Members (i) arising out of the Internal Revenue Service (“IRS”) re-characterization of the transactions contemplated by this Agreement so that the issuance of the LCLX Shares to the Members is not a tax free reorganization; (ii) for payroll, employees’ income withholding, social security, and unemployment tax liabilities, incurred in any tax period beginning prior to the Closing, in excess of such liabilities as anticipated by the tax return filed by or on behalf of Weedmaps or such Member, as appropriate, for such period; (iii) arising out of IRS challenge of the treatment of the Purchase Price by any of the Members as capital gain; and (iv) for any taxes incurred by Weedmaps or the Members as a result of the receipt of indemnification payments under this Agreement (collectively, the “Tax Indemnity”). Amounts payable by LCLX and LC Merger Sub under this Section shall be paid to Weedmaps or the Members, as appropriate, within ninety (90) days following request therefor from Weedmaps or the Members, provided that amounts payable by LCLX and LC Merger Sub in connection with the Tax Indemnity shall be paid to Weedmaps or the Members, as appropriate, no later than six (6) months following request therefor from Weedmaps or the Members. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by Weedmaps or the Members under this section unless and until the aggregate amount of all Losse...
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Related to Indemnity of Weedmaps and the Members

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

  • INDEMNIFICATION BY THE TRUST AND THE ADVISER In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Funds or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP (a) The Advisor agrees as follows:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

  • Opinion of Counsel for the Company and the Operating Partnership At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP, counsel for the Company and the Operating Partnership, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits X-0, X-0, X-0 and B hereto, respectively.

  • Liability of the Company and the Master Servicer The Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Master Servicer, as applicable, herein.

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

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