Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02:
(i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default;
(ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis;
(iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group;
(iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto;
(v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee;
(vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security;
(vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) ...
Claims Excluded. The following are excluded from the Lessee's agreement to indemnify under this Section 7.2:
(i) Claims with respect to any Unit to the extent attributable to acts or events occurring after (and not attributable to events that have occurred or conditions existing prior to) (A) in the case of the consummation by the Lessee of a purchase option under Section 22.1 or 22.3 of the Lease or the occurrence of an Event of Loss with respect to such Unit under Section 11 of the Lease, the later to occur of (x) the payment of all amounts due from the Lessee in connection with any such event and (y) the release of the Lien of the Indenture on such Unit or (B) in all other cases, the last to occur of (x) with respect to such Unit, the earlier to occur of the termination of the Lease or the expiration of the Lease Term, (y) with respect to each Unit, the return of such Unit to the Lessor in accordance with the terms of the Lease (it being understood that, so long as any Unit is in storage as provided in Section 6.1 of the Lease, the date of return thereof for the purpose of this clause (i) shall be the last day of the Storage Period) and (z) the release of the Lien of the Indenture on such Unit;
(ii) Claims which are Taxes or any loss of tax benefits or increases in tax liability (provided that this clause (ii) shall not preclude a Claim from being paid on an After-Tax Basis), but not excluding Taxes or any loss of tax benefits or increases in tax liability with respect to any Indemnified Person, or any other person who, together with such Indemnified Person, is treated as one employer for employee benefit plan purposes, as a result of, or in connection with, any "prohibited transaction" within the meaning of the provisions of the Code or regulations thereunder or as set forth in Section 406 of ERISA or the regulations implementing ERISA, Section 4975 of the Code or the regulations thereunder or applicable Similar Laws or the regulations thereunder;
(iii) with respect to any particular Indemnified Person, Claims resulting from the gross negligence or willful misconduct of such Indemnified Person or a Related Party of such Indemnified Person (other than gross negligence or willful misconduct imputed as a matter of law to such Indemnified Person solely by reason of its interest in the Equipment), or any breach of any covenant, or falsity of any representation or warranty of such Indemnified Person or such Related Party;
(iv) Claims to the extent attributable to any transfe...
Claims Excluded. Notwithstanding anything else herein to the contrary, this General Release shall not:
(a) apply to the obligations of the Company described in Sections 3.4, 3.5, and Article IV of the Agreement; or
(b) affect, alter or extinguish any vested rights that the Executive may have with respect to any benefits, rights or entitlements under the terms of any employee benefit programs of the Company to which the Executive is or will be entitled by virtue of his or her employment with the Company or any of its subsidiaries, and nothing in this General Release will prohibit or be deemed to restrict the Executive from enforcing his or her rights to any such benefits, rights or entitlements; or
(c) limit the Executive’s right to indemnification to the extent provided in the Company’s Certificate of Incorporation and/or bylaws.
Claims Excluded. The following are excluded from TRMI's agreement to indemnify under this Section 7.4:
(i) Claims with respect to any Unit to the extent attributable to acts or events occurring after (except (A) in any case where remedies are being exercised under Section 15 of the Lease for so long as the Lessor shall be entitled to exercise remedies under such Section 15, or (B) the Lessee has assumed any of the obligations with respect to the Equipment Notes under Section 3.6 of the Indenture and the Equipment Notes remain outstanding under the Indenture) the later to occur of (x) with respect to such Unit, the earlier to occur of the termination of the Lease or the expiration of the Lease Term in accordance with the terms thereof, and (y) with respect to each Unit, the return of such Unit to the Lessor in accordance with the terms of the Lease (it being understood that, so long as any Unit is in storage as provided in Section 6.1(c) of the Lease, the date of return thereof for the purpose of this clause (i) shall be the last day of the Storage Period);
(ii) Claims which are Taxes or any loss of tax benefits or increases in tax liability; provided that this clause (ii) shall not apply to Taxes necessary to pay Claims on an After-Tax Basis;
(iii) with respect to any particular Indemnified Person, Claims to the extent resulting from (x) the gross negligence or willful misconduct of such Indemnified Person or a Related Party, or (y) any breach of any covenant to be performed by such Indemnified Person or a Related Party under any of the Operative Agreements, or the falsity of any representation or warranty of such Indemnified Person or a Related Party in any of the Operative Agreements or in a document or certificate delivered in connection therewith;
(iv) Claims to the extent attributable to any transfer by the Lessor of the Equipment or any portion thereof or any transfer by the Owner Participant of all or any portion of its interest in the Trust Estate other than (A) any transfer after a Lease Event of Default, (B) the transfer of all or any portion of the Equipment or any Owner Participant's interest in the Equipment to the Lessee, (C) the transfer of all or any portion of the Equipment to a third party pursuant to Lessee's election to terminate the Lease or (D) any transfer of all or any portion of the Equipment pursuant to Section 6.9; 77 Participation Agreement (TRLI 2001-1B)
(v) with respect to any particular Indemnified Person, unless such transfer is required by ...
Claims Excluded. The following are excluded from TILC's agreement to indemnify under this Section 7.3:
(i) Claims attributable to acts or events occurring after the termination of the Lease or the expiration of the Lease Term; and
(ii) Claims which are Taxes or any loss of tax benefits or increases in tax liability (provided that this clause (ii) shall not preclude a Claim from being paid on an After-Tax Basis);
Claims Excluded. Employee does not release or waive (1) any rights that may not by law be waived, (2) vested benefits, if any, to which Employee may be entitled pursuant to the terms of Apache’s benefits plans, including Employee’s right to any benefits under health, life or disability policies covering Employee and Employee’s right to all vested incentive compensation and the continued vesting thereof as described in this Agreement (for the avoidance of doubt, Employee is, however, releasing and waiving any claim that he is subject to or covered by any Change of Control provisions other than the continuation of vesting of Apache Corporation equity), or (3) the right to recovery for breach of this agreement by Apache,(4) Employee’s right to indemnity, contribution and a defense under any agreement, statute, by-law or company agreement or other corporate governance document, (5) Employee’s right to continuing coverage under all Apache directors’ and officers’, fiduciary, errors and omissions and general liability and umbrella insurance policies, (6) payment to Employee of any unpaid business or business travel expense payable under the Company’s usual practices, (7) distribution to Employee, as soon as practical after the effective date of this agreement and consistent with the requirements of Code section 409A, applicable deferral agreements and governing terms of any Plan, previously vested but withheld shares of restricted stock, (8) Employee’s rights as an option holder, as a holder of restricted stock and as a shareholder; (9) any deferred compensation including Employee’s right to any payment or compensation that may be deferred because of compliance with Code section 409A; (10) Employee’s rights to payment of overrides under previous Apache employee benefit plans and (11) Employee’s rights as a retiree of Apache.
Claims Excluded. Under Section 145 of the Delaware General Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of Splinex, (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful or (iii) Indemnitee shall have been adjudged to be liable to Splinex unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.
Claims Excluded. Notwithstanding any other provision of this Agreement, this release does not (i) waive or release any Claim for breach or enforcement of this Agreement; (ii) waive or release any right or Claim that may not be waived or released by applicable law; (iii) waive or release any right or Claim that may arise under the ADEA after the date this Agreement is signed by the Individual; (iv) prevent the Individual from pursuing any administrative Claim for unemployment compensation or workers’ compensation benefits; or (v) waive or release any right or Claim the Individual may have for indemnification under that certain Indemnity Agreement with the Company dated August 31, 2021, under any applicable state or other law, or under the bylaws or other governing documents of the Company, or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the period when the Individual was a director, officer, or employee of the Company, REP, RPC, or their affiliates (if any); provided, however, that (A) the Individual’s execution of this Agreement is not a concession or guaranty that the Individual has any such right or Claim to indemnification, (B) this Agreement does not create any additional rights to indemnification, and (C) the Company, REP, RPC, and their affiliates retain any and all defenses it may have to such indemnification or coverage. To the extent any Claim arising under applicable federal or state wage and hour law is not waivable, the Individual assigns any such Claim to the Company, and Individual acknowledges that the Company has no obligation to pursue such Claim unless it desires to do so in its sole discretion.
Claims Excluded. Any Claim, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:
Claims Excluded. There are excluded from the agreements to --------------- indemnify under Sections 7.01 and 7.02 with respect to any particular indemnified Person, Claims to the extent resulting from the breach, failure to perform, negligence, recklessness or willful misconduct of such indemnified Person.
