Claims Against Buyer. Embraer shall indemnify and hold Buyer, its subsidiaries and affiliates, and their officers, directors, agents and employees (collectively, for purposes of this Article 15, “Buyer”) harmless from and against any and all royalties, liabilities, damages, settlement costs and expenses, losses, claims, actions, lawsuits, demands, fines, penalties, and all expenses (including but not limited to costs of investigation and defense and reasonable fees incurred for attorneys, expert witnesses, consultants and litigation support services) associated with any of the foregoing (collectively, the “Damages”) based upon, caused by, arising from, or in any manner connected with, directly or indirectly, any suit, action, proceeding, allegation, assertion or claim that
(a) Any article or service purchased or supplied hereunder or any portion thereof (including without limitation any accessory, equipment or part supplied to Embraer from any other Vendor, manufacturer, or supplier) (collectively, “Item”) and/or the use or operation thereof constitutes an infringement of any United States or foreign patent, design or model duly granted or registered (“Claim”), provided that from the time of design of such Item and until such Claim is resolved, such foreign country in which any foreign patent is held and the flag country of the Aircraft is each a party to (1) the International Convention for the Protection of Industrial Property (Paris Convention) in any of its revised forms or (2) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or
(b) Aircraft software or materials, or any part of such Aircraft “software or materials as furnished by Embraer, and used within the scope of the license granted by Embraer, constitutes an alleged or actual infringement of any copyright of the United States or misappropriates any third party trade secret (“Copyright Claim”), provided that from the time of design of such item and until such Copyright Claim is resolved, any such foreign country in which the infringement claim is made and the flag country of the Aircraft is each a member of The Berne Union. The indemnification by Embraer provided in this Paragraph 15.1 shall not apply to Buyer furnished or installed equipment, power plant system, or [APU’s] and their related parts.
Claims Against Buyer. Should any claim be made by a person not a party to this Agreement with respect to any matter to which the foregoing indemnity relates, Buyer shall within a reasonable period of time give written notice of any such claim to Sellers and Sellers shall thereafter defend or settle any such claim, at its sole expense, with counsel of its selection. Any payment resulting from such defense or settlement, together with the total expense thereof, shall be binding on Sellers and Buyer for the purposes of this Section. Failure to give timely notice shall not constitute a defense, in whole or in part, to any claim by Buyer.
Claims Against Buyer. Any indemnification obligations of Buyer or Merger Sub pursuant to this Article 7 shall be paid in cash.
Claims Against Buyer. Until End State Conditions are achieved and the Put Option Closing occurs, Buyer's Parent shall not, in its capacity as a creditor of Buyer or as the holder of membership interests in Buyer, petition or otherwise invoke or cause Buyer to invoke, or acquiesce in any action to invoke, the process of any court or governmental authority for the purpose of commencing or sustaining a case against Buyer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Buyer or any substantial part of the property of Buyer, or ordering the winding up or liquidation of the affairs of Buyer. Until End State Conditions are achieved and the Put Option Closing occurs, Guarantor shall not, in its capacity as a creditor of Buyer's Parent or as the holder of membership interests in Buyer's Parent, petition or otherwise invoke or cause Buyer's Parent to invoke, or acquiesce in any action to invoke, the process of any court or governmental authority for the purpose of commencing or sustaining a case against Buyer's Parent under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Buyer's Parent or any substantial part of the property of Buyer's Parent, or ordering the winding up or liquidation of the affairs of Buyer's Parent. Until End State Conditions are achieved and the Put Option Closing occurs, Buyer's Parent and Guarantor shall not cause or permit an Affiliate of Buyer's Parent or Guarantor, in its capacity as a creditor of Buyer, to petition or otherwise invoke or cause Buyer or Buyer's Parent to invoke, or acquiesce in any action to invoke, the process of any court or governmental authority for the purpose of commencing or sustaining a case against Buyer under an federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Buyer or Buyer's Parent or any substantial part of the property of Buyer or Buyer's Parent, or ordering the winding up or liquidation of the affairs of Buyer or Buyer's Parent.
Claims Against Buyer. From and after the Closing and subject to the provisions of this Article VIII, Sellers and each of their respective Affiliates, directors, officers, managers, employees (collectively, the “Seller Indemnitees”) shall be entitled to make a Claim for Indemnification against Buyer in respect of any and all Losses incurred by Seller Indemnitees, arising out of or resulting from:
(a) a breach of any representation or warranty of Buyer contained in Article IV; and
(b) a breach of any covenant or obligation of Buyer contained in this Agreement.
Claims Against Buyer. Embraer shall indemnify and hold Buyer, its subsidiaries and affiliates, and their officers, directors, agents and employees (collectively, for purposes of this Article 15, "Buyer") harmless from and against any and all royalties, liabilities, damages, settlement costs and expenses, losses, claims, actions, lawsuits, demands, fines, penalties, and all expenses (including but not limited to costs of investigation and defense and reasonable fees incurred for attorneys, expert witnesses, consultants and litigation support services) associated with any of the foregoing (collectively, the "Damages") based upon, caused by, arising from, or in any manner connected with, directly or indirectly, any suit, action, proceeding, allegation, assertion or claim that
Claims Against Buyer. An Additional Stockholder may bring an action against Buyer for Breach subject to the following provisions:
(a) No damages shall be payable to an Additional Stockholder for any claim or claims of Breach unless the total of all such claims shall exceed ,1,500 in the aggregate, whereupon the full amount of such claims shall be recoverable in accordance with the terms hereof.
(b) The aggregate liability of Buyer to each Additional Stockholder with respect to claims for Breach shall not exceed the amount paid by Buyer to such Additional Stockholder hereunder.
(c) Buyer shall not have any liability in respect of claims for damages unless written notice of such claim, specifying the circumstances giving rise to such claim and, to the extent reasonably possible, the amount thereof, shall have been given to Buyer on or before the eighteen (18) month anniversary of this Agreement.
(d) As applicable, the limitations on liability set forth in Section 10.4 of the PS Agreement shall apply with respect to Buyer's obligations hereunder.
Claims Against Buyer. Each Seller hereby represents that, both as of the date of this Agreement and as of the Closing, such Seller has no Knowledge of the basis of any claims, demands, or causes of action capable of being raised by either Seller against Buyer or any director, officer or employee of Buyer whatsoever arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, whether or not relating to claims pending on, or asserted after, the Closing Date other than any obligations of Buyer arising under the Agreement.
Claims Against Buyer. Embraer shall indemnify and hold Buyer, its subsidiaries and affiliates, and their officers, directors, agents and employees (collectively, for purposes of this Article 15, "Buyer") harmless from and against any and all royalties, liabilities, damages, settlement costs and expenses, losses, claims, actions, lawsuits, demands, fines, penalties, and all expenses (including but not limited to costs of investigation and defense and reasonable fees incurred for attorneys, expert witnesses, consultants and litigation support services) associated with any of the foregoing (collectively, the "Damages") based upon, caused by, arising from, or in any manner connected with, directly or indirectly, any suit, action, proceeding, allegation, assertion or claim that (x) any article or service purchased or supplied hereunder or any portion thereof (including without limitation any accessory, equipment or part supplied to Embraer from any other manufacturer, or supplier) (collectively, "Item") and/or the use or operation thereof constitutes an infringement of any United States or foreign patent, design or model duly granted or registered ("Claim"), provided that from the time of design of such Item and until such Claim is resolved, such foreign country in which any foreign patent is held and the flag country of the Aircraft is each a party to (1) the International Convention for the Protection of International Property (Paris Convention) in any of its revised forms or (2) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or
Claims Against Buyer. Each of the Sellers, severally, --------------------- shall indemnify and hold Buyers harmless from and against any loss, damage or expense (including reasonable attorneys' fees) caused by or arising out of (i) any breach or default in performance by such Seller of any covenant or agreement of him, her or it contained in this agreement, (ii) any breach of warranty or inaccurate or erroneous representation made by such Seller herein or in any schedule, certificate or other instrument delivered by or on behalf of him, her or it pursuant hereto, and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing.
