Buyer’s Indemnities. The Buyer shall defend, indemnify and hold each of the Sellers, their Affiliates, contractors, sub- contractors and the respective directors, officers, employees and agents of the foregoing (“Sellers’s Personnel”) harmless from and against any and all costs (including legal costs), losses, damages, expenses, demand, claims, actions or suits that they may suffer or incur that relate to the loss, damage or destruction of any of the Buyer’s Facilities, or the injury to or death of any of the Buyer’s Personnel arising out of or in connection with this Agreement.
Buyer’s Indemnities. The Buyer will, except in the case of gross negligence or wilful misconduct of the Seller, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents, employees and insurers, harmless against all Losses arising from:
(i) claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees, or loss of, or damage to, property of the Buyer or its employees, when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and
(ii) claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to (a) the provision of Seller Representatives services under Clause 15 including services performed on board the aircraft or (b) the provision of Aircraft Training Services to the Buyer.
Buyer’s Indemnities. The Buyer shall, except in the case of gross negligence or willful misconduct of the Seller or Seller’s directors, officers, agents and/or employees, be solely liable for and shall indemnify and hold the Seller, its Affiliates, its subcontractors (not including any Supplier), and each of their respective directors, officers, agents, employees and insurers, harmless against all Losses arising from:
(a) claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees of the Buyer or its Subsidiaries, or loss of, or damage to, property of the Buyer or its Subsidiaries or their respective employees, when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and
(b) claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to (i) the provision of Seller Representatives Services under Clause 15.2 or (ii) the provision of Aircraft Training Services to the Buyer where the injury, death, loss or damage has been caused directly or indirectly by the Buyer. AVA - A320 Family PA AMENDED AND RESTATED
Buyer’s Indemnities. Section 15.1 Subject to the occurrence of Completion, Buyer hereby fully indemnifies, defends and holds harmless the Company against any present and future, actual or contingent, ascertained or unascertained or disputed, or other damages, Liabilities, obligations, losses, costs (including reasonable adviser fees) and fines (collectively “Losses”) arising, accruing or (to be) incurred by the Company arising directly or indirectly from the Transaction, including the Liquidation and/or Second Step Distribution, if applicable, and/or the Business (to the extent not already covered by a specific indemnity set out in this Agreement) and the Excluded Assets and Liabilities and any acts or omissions in connection with preparing, proposing or implementing the Transaction. Any Losses consisting of or in relation to Taxes shall be treated exclusively in accordance with Schedule 2 (Tax Matters).
Section 15.2 Buyer hereby undertakes to indemnify and hold harmless by way of irrevocable third party stipulation for no consideration (onherroepelijk derdenbeding om niet), (i) the Liquidator and (ii) the current and future managing directors of the Liquidator (the persons under (i) and (ii), an “Indemnified Party”) against Losses arising, accruing or incurred by the persons under (i) or (ii) in that capacity arising directly from the Transaction or in relation to the Business, in each case:
(a) excluding any Losses arising, accruing or incurred as a result of fraud (bedrog), willful misconduct (opzet) or gross negligence (grove xxxxxx) by the Indemnified Parties, as finally established by a court decision or settlement agreement;
(b) except to the extent covered by insurance and actually paid out pursuant to any insurance taken out for the benefit of the Indemnified Parties;
(c) provided that Buyer will have sole control over any litigation relating to any Losses for which the Indemnified Party is seeking to be indemnified hereunder, including over any correspondence, negotiations and other communications with third parties that could potentially result in litigation, and provided that such person will not take any action that may prejudice or affect the position in litigation without Buyer’s prior written consent.
Section 15.3 Any Losses consisting of or in relation to Taxes shall be treated exclusively in accordance with Schedule 2 (Tax Matters).
Buyer’s Indemnities. (a) Buyer shall indemnify, defend and hold harmless Seller against and in respect of any and all Losses that Seller shall incur or suffer, which arise out of or result from any breach of, or failure by Buyer to perform, any of its representations, warranties, covenants or agreements in this Agreement.
(b) Except for Buyer's obligation to pay the full Purchase Price for the Assets referred to in SECTION 2.1 hereof and to pay all amounts due and satisfy all obligations and liabilities in connection with the Assumed Liabilities (subject to Seller's indemnification obligations under SECTION 2.2(C) above) and indemnification obligations other than under SECTION 8.8(A) ABOVE, Buyer shall not be liable for indemnification under SECTION 8.3(A) above or under any warranty, representation or covenant, or breach or violation thereof or misrepresentation under any warranty or representation, unless and until the aggregate amount sought by Seller exceeds the Basket, in which event Seller shall be entitled to indemnification for all amounts sought which would otherwise be included in the Basket and the aggregate maximum liability of Buyer in respect of the foregoing shall not exceed One Million Dollars ($1,000,000).
Buyer’s Indemnities. The Buyer shall, except in the case of gross negligence or willful misconduct of the Seller, its directors, officers, agents and/or employees, be solely liable for and shall indemnify and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents, employees and insurers, harmless against all Losses arising from:
Buyer’s Indemnities. The Buyer will, except in the case of gross negligence or willful misconduct of the Seller, its directors, officers, agents and employees, be solely liable for and will indemnify and will hold the Seller Parties and each of them harmless against all Losses arising from:
(a) claims for injuries to or deaths of the Buyer’s directors, officers, agents or employees, or loss or damage to property of the Buyer or its employees or agents, when such losses occur during or are incidental to (i) the Buyer’s exercise of its inspection rights under Clause 6; (ii) the Technical Acceptance Process described in Clause 8, (iii) the provision of Field Assistance pursuant to Clause 15, or (iv) the provision of training pursuant to Clause 16; and
(b) claims for injuries to or deaths of third parties, or loss of property of third parties, where such losses occur during or incidental to (i) the provision of Field Services under Clause 15 or (ii) arise out of the provision of training pursuant to Clause 16. XXX- X000 FAMILY – Draft 4 81
Buyer’s Indemnities. From and after Closing, Buyers and ECC, jointly and severally (the “Buyer Indemnifying Parties”) shall indemnify, defend and hold harmless each Seller and their Affiliates, and their respective shareholders, directors, officers, employees, and representatives (collectively, the “Seller Indemnified Parties”) from and against, and reimburse them for, all Losses resulting from: 30
(a) Any breach, misrepresentation, or other violation by Buyers or ECC of any of their representations or warranties in this Agreement or in any Related Documents; (b) Any breach, misrepresentation, or other violation by Buyers or ECC of any of their covenants or agreements in this Agreement or in any Related Documents; (c) Any third-party claims brought against Sellers or their Affiliates to the extent attributable to Buyers’ operation of the Stations or use of the Assets following the Closing; or (d)
Buyer’s Indemnities. From and after the Closing, Buyer shall indemnify, defend and hold harmless Seller and its affiliates and their respective members, managers, partners, directors, officers, employees, and representatives, and the successors and assigns of any of them, and any person claiming by or through any of them, from and against, and reimburse them for, all claims, damages, liabilities, losses, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses, resulting from:
(a) any untrue representation, breach of warranty or nonfulfillment of any covenant by Buyer contained in this Agreement or in any certificate, document or instrument delivered by Buyer to Seller under this Agreement;
(b) the ownership or operation of the Station Assets from and after the Closing;
(c) any actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity; or
Buyer’s Indemnities. The Buyer will, except in the case of gross negligence or willful misconduct of the Seller, its directors, officers, agents and/or employees, be solely liable for and will indemnify, defend and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents, employees and insurers, harmless against all Losses arising from:
(i) claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees, or loss of, or damage to, property of the Buyer or its employees, when such Losses result from either party’s exercise of any right or performance of any obligation under this Agreement, and
(ii) claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, that result from (i) the provision of Seller Representatives services under Clause 15 including services performed on board the aircraft or (ii) the provision of Aircraft Training Services to the Buyer.
