Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.3(b) below, TILC agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.3(d)): (i) any breach of or any inaccuracy in any representation, warranty or certification made by TILC in this Agreement or any of the other Operative Agreements or in any document or certificate delivered by TILC pursuant hereto or thereto; (ii) any breach of or failure by TILC to perform any covenant or obligation of TILC set out in or contemplated by this Agreement or any of the other Operative Agreements; and (iii) any violation of any law, rule, regulation or order by TILC or its directors, officers, employees, agents or servants.
Appears in 12 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.3(b) below, TILC agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.3(d)):
(i) any breach of or any inaccuracy in any representation, representation or warranty or certification made by TILC in this Agreement or any of the other Operative Agreements or in any document or certificate delivered by TILC pursuant hereto or thereto;
(ii) any breach of or failure by TILC to perform any covenant or obligation of TILC set out in or contemplated by this Agreement or any of the other Operative Agreements; andand Participation Agreement (TRLI 2001-1A) 76
(iii) any violation of any law, rule, regulation or order by TILC or its directors, officers, employees, agents or servants.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.3(b) below, TILC agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.3(d)):
(i) any breach of or any inaccuracy in any representation, representation or warranty or certification made by TILC in this Agreement or any of the other Operative Agreements or in any document or certificate delivered by TILC pursuant hereto or thereto;; Participation Agreement (TRLI 2001-1C) 81
(ii) any breach of or failure by TILC to perform any covenant or obligation of TILC set out in or contemplated by this Agreement or any of the other Operative Agreements; and
(iii) any violation of any law, rule, regulation or order by TILC or its directors, officers, employees, agents or servants.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.3(b) below, TILC agrees to indemnify, protect, defend and hold harmless 71 Participation Agreement (TRLI 2001-1B) each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.3(d)):
(i) any breach of or any inaccuracy in any representation, representation or warranty or certification made by TILC in this Agreement or any of the other Operative Agreements or in any document or certificate delivered by TILC pursuant hereto or thereto;
(ii) any breach of or failure by TILC to perform any covenant or obligation of TILC set out in or contemplated by this Agreement or any of the other Operative Agreements; and
(iii) any violation of any law, rule, regulation or order by TILC or its directors, officers, employees, agents or servants.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)