Common use of Buyer’s Indemnities Clause in Contracts

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. Section 15.1 Subject to The Buyer will, except in the occurrence case of Completiongross negligence or willful misconduct of the Seller, Buyer hereby fully indemnifiesits directors, defends officers, agents and/or employees, be solely liable for 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 will indemnify and hold the Seller, its Affiliates, its subcontractors, and each of their respective directors, officers, agents, employees and insurers, harmless by way against all Losses arising from: (a) claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees, or loss of, or damage to, property of irrevocable 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 (b) claims for injuries to, or death of, third party stipulation for no consideration (onherroepelijk derdenbeding om niet)parties, or loss of, or damage to, property of third parties, occurring during or incidental to (i) the Liquidator and (ii) the current and future managing directors provision of the Liquidator (the persons Seller Representatives services under (i) and (ii)Clause 15, an “Indemnified Party”) against Losses arising, accruing or incurred by the persons under (i) or (ii) in that capacity arising directly from ***, or (iii) the Transaction or in relation provision of Aircraft Training Services to the BusinessBuyer. CT1706024 – Amended and Restated A350-900 Purchase Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 82 19.3 Notice and Defense of Claims If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor. If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee will have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and will have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in each case: (a) excluding such event, the Indemnitor will be deemed to have waived any Losses arising, accruing objection 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 defense to the extent covered by insurance and actually paid out pursuant to Indemnitee’s claim based on the reasonableness of 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 consentsettlement. 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. Section 15.1 Subject 21.1 General Tax Indemnity. --------------------- (a) Buyer agrees to the occurrence of Completion, Buyer hereby fully indemnifies, defends pay 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 the Indemnitees from and against all Taxes against or upon Seller, Buyer, the Equipment, or any part thereof, including, without limitation, all withholding Taxes in accordance with Section 25, those Taxes arising out of irrevocable third party stipulation for no consideration (onherroepelijk derdenbeding om niet)the purchase, ---------- sale, lease, use, ownership, delivery, warehousing, transportation, subleasing, possession, operation, repair, maintenance, or overhaul of the Equipment, or arising out of this Agreement, the Operative Documents, or the settlement of any insurance claim, the return or other disposition of the Equipment pursuant to this Agreement, or the payment of any Rent, receipts or earnings paid or payable to Seller or arising from the operation of the Equipment; provided, however, that Buyer shall not be responsible to indemnify or hold harmless any Indemnitee for: (i) any Taxes based solely on, or measured by, or imposed on, the Liquidator net income, capital gains, profits, or alternative minimum taxes of any Indemnitee or Taxes in lieu thereof (including, without limitation, minimum taxes and taxes on, or measured by, an item of tax preference); (ii) any Taxes (other than sales, use, or similar taxes) based on gross receipts unless such Taxes are imposed solely as a result of Buyer's acquisition, use or operation of the Equipment in the taxing jurisdiction; or (iii) any Taxes imposed as a result of any Indemnitee's gross negligence, or willful misconduct, or as a result of Seller's breach of its obligations under this Agreement. (b) Buyer shall pay all Taxes for which it assumes liability under this Section 21.1 when such Taxes are due and shall indemnify each Indemnitee to ------------ the extent required by this Section 21.1 within the earlier of (i) 30 days after ------------ receipt of written request by such Indemnitee; or (ii) 5 days before such Taxes are due to the taxing authority. Unless Seller otherwise notifies Buyer in writing with respect to a particular Tax, Buyer shall, to the extent permitted by Applicable Law, at Buyer's cost and expense, make any returns, statements and reports required with respect to Taxes for which an indemnification obligation arises under this Section 21.1. Any such return, statement, or report shall be ------------ made so as to show the interest of Seller as owner of the Equipment, and Buyer shall, whenever reasonably requested by Seller, submit to Seller copies of returns, statements and reports made pursuant to this Section 21.1. Seller and Indemnitees agree, for purposes of this Section 21.1 ------------- ------------ (b), to furnish Buyer with such related information known to Seller and --- Indemnitees, as Buyer may reasonably request, for purposes of preparing any returns, statements and reports. (c) If any Indemnitee receives a written notification from a taxing authority of proposed Taxes for which an amount is or may become payable by Buyer in accordance with this Section 21.1, such Indemnitee shall notify Buyer ------------ of such Taxes and shall furnish Buyer with such related information known to such Indemnitee as Buyer may reasonably request; if possible, such notice shall be furnished to Buyer so that Buyer has sufficient time to determine the propriety of the proposed Taxes. If (i) within 45 days after Buyer receives such notice from such Indemnitee, Buyer delivers to such Indemnitee a written request that such Indemnitee contest such Taxes, and (ii) Buyer delivers to such Indemnitee an indemnity, in form and substance reasonably satisfactory to such Indemnitee, for such Taxes (if and to the current and future managing directors of the Liquidator (the persons under (iextent that such Indemnitee shall not prevail as to all matters involved in such contest) and (ii)for any liability, an “Indemnified Party”) against Losses arisingloss, accruing or incurred by the persons under (i) or (ii) in expense that capacity arising directly from the Transaction or in relation to the Business, in each case: (a) excluding any Losses arising, accruing or incurred such Indemnitee may reasonably incur as a result of fraud (bedrog)contesting such Taxes, willful misconduct (opzet) including, without limitation, all costs, expenses, losses, legal and accounting fees and disbursements, bonding fees, penalties, and interest paid to third parties, then Buyer may contest in the name of such Indemnitee, or, if possible, in its own name the validity, applicability, or gross negligence (grove xxxxxx) by amount of such Taxes, but only if such contest shall not, in such Indemnitee's reasonable opinion, materially and adversely affect the Indemnified Partiesright, as finally established by title, and interest of Seller. If an Indemnitee obtains a court decision refund of all or settlement agreement; (b) except any part of Taxes, to the extent covered by insurance and actually such amount has been paid out to such Indemnitee pursuant to any insurance taken out this Section ------- 21.1, Buyer shall promptly be paid the amount of such refund and, if in addition ---- to such refund an Indemnitee receives an amount representing interest on such refund, Buyer shall promptly be paid that proportion of such interest that is fairly attributable to Taxes paid by Buyer prior to the receipt of such refund, but such amounts shall not be payable to Buyer if an Event of Default shall have occurred and be continuing. (d) The indemnities and obligations of Buyer provided for under this Section 21.1 shall survive the benefit Closing or expiration of the Indemnified Parties; (c) provided that Buyer will have sole control over Interim Lease Term ------------ or any litigation relating to any Losses for which the Indemnified Party is seeking to be indemnified hereunderother termination, 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 whole or in relation to part, of this Agreement until such time as the applicable statute of limitations for such Taxes shall be treated exclusively in accordance with Schedule 2 (Tax Matters)expires.