Common use of Claims Indemnified Clause in Contracts

Claims Indemnified. Subject to the exclusions stated in Section 4.02(d), Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of (a) the Operative Documents or the enforcement of any of the terms of the Operative Documents, (b) the Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by Company, any Permitted Lessee or any other Person, (ii) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (iii) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the offer, sale or delivery of any Equipment Notes, Pass Through Certificates or any interest therein or represented thereby. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred (including, without limitation, reasonable attorney’s fees and disbursements actually incurred and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of Loan Trustee’s agents actually incurred), of Loan Trustee in connection with the transactions contemplated hereby.

Claims Indemnified. Subject to the exclusions stated in Section 4.02(d), the Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of (a) the Operative Documents or the enforcement of any of the terms of the Operative Documents, (b) the Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Company, any Permitted Lessee or any other Person, (ii) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (iii) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the offer, sale or delivery of any Equipment Notes, Pass Through Certificates or any interest therein or represented thereby. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), the Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred (including, without limitation, reasonable attorney’s fees and disbursements actually incurred and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of the Loan Trustee’s agents actually incurred), of the Loan Trustee in connection with the transactions contemplated hereby.

Claims Indemnified. Subject to the exclusions stated in Section Subsection 4.02(d), Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of (a) the Operative Documents or the enforcement of any of the terms of the Operative Documents, (b) the Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-deliverynondelivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by Company, any Permitted Lessee or any other Person, (ii) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (iii) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the offer, sale or delivery of any Equipment Notes, Pass Through Certificates or any interest therein or represented thereby. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred (including, without limitation, reasonable attorney’s 's fees and disbursements actually incurred and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of Loan Trustee’s 's agents actually incurred), of Loan Trustee in connection with the transactions contemplated hereby.

Claims Indemnified. Subject to the exclusions stated in Section 4.02(d), Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of (a) the Operative Documents or the enforcement of any of the terms of the Operative Documents, (b) the Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by Company, any Permitted Lessee or any other Person, (ii) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (iii) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the offer, sale or delivery of any Participation Agreement (2012-1 EETC) [Reg. No.] Equipment Notes, Pass Through Certificates or any interest therein or represented thereby. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred (including, without limitation, reasonable attorney’s fees and disbursements actually incurred and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of Loan Trustee’s agents actually incurred), of Loan Trustee in connection with the transactions contemplated hereby.

Claims Indemnified. Subject to the exclusions stated in Section 4.02(d)subsection (d) below, Company agrees Sublessee agrees, after receipt of written demand therefor identifying the grounds for payment and presenting such documentation as it has received (including, to the extent available, invoices and/or receipts and as provided in subsection (k) below) to indemnify, protect, defend and hold harmless (and to pay additional fees, interest, rent or other amounts necessary to indemnify, defend and hold harmless) each Indemnified Person on an AfterAfter Tax Basis against Claims (including Claims for Taxes and Non-Tax Basis each Indemnitee Claims based on negligence, warranty, absolute, strict or product liability and any other theory of liability) imposed on, incurred by or asserted against Claims resulting from or arising out of (a) the Operative Documents or the enforcement of any of the terms of the Operative DocumentsIndemnified Person, (b) the any Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, with respect to a Claim for Taxes, any part of any Aircraft, Airframe or any Engine) in any way relating to, based on, measured by or arising out of (1) any Operative Document or any asset of Head Lessor (including any Aircraft or any Engine), Lessee or Sublessee or any action or inaction of Sublessee, Head Lessor, Lessee, Head Lessor Parent, the Manufacturer or any other supplier or seller in connection herewith or therewith or any user or person in possession of any Aircraft, any Airframe, any Engine or Part, or in any way relating to or arising out of: the manufacture of any Aircraft, any Airframe, any Engine or any Part thereof, the purchase, acceptance or rejection of any Aircraft, any Airframe, any Engine, the ownership, delivery, non delivery, financing, lease, sublease, possession, parting with possession, use, presence, assembly, installation, repossession, abandonment, replacement, storage, importation, exportation, registration, deregistration, modification, transfer of title, operation, repair, testing, maintenance, condition, sale, return or other disposition of any Aircraft, any Airframe, any Engine or any Part thereof (including all costs incurred in making it ready for sale or other disposition and including without limitation, limitation latent or and other defects, whether or not discoverablediscoverable by Head Lessor Parent, Head Lessor, Lessee or Sublessee, and any claim for patent, trademark or copyright infringement) by Companyor the creation, existence of or otherwise with respect to the Collateral, (2) the rentals, receipts, income, earnings or gains arising from any Aircraft, any Permitted Lessee Airframe, any Engine or any Part thereof (including, but not limited to, rentals or other Personamounts payable under the Head Lease, (ii) tort liabilitythe Sublease, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputedLoan Documents and the other Operative Documents), (iii3) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the offer, sale or delivery of any Equipment Notes, Pass Through Certificates or payment made pursuant to any interest therein or represented thereby. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred Operative Document (including, without limitation, reasonable attorney’s fees and disbursements actually incurred andamounts payable under the Guaranteed Loan Agreement or on or with respect to any Guaranteed Loan, the Engine Agreement or the Purchase Agreement (whether on or prior to the extent payable as provided in the Indenture, reasonable compensation and expenses of Loan Trustee’s agents actually incurredany Delivery Date), of Loan Trustee in connection with the transactions contemplated hereby.),

Claims Indemnified. Subject to the exclusions stated in Section 4.02(dSubsection 4.03(d), Company Lessee agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of (ai) any of the Operative Documents or the Original Documents or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof and, only in the case of an Indemnitee which is Owner Participant or Owner Trustee, the Operative DocumentsIntercreditor Agreement, the Liquidity Facilities and the Pass Through Trust Agreements or (bii) the Aircraft, the Airframe, or any Engine or any Part, includingor any interest therein, without limitation, with respect thereto, (i) whether or not arising out of the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by CompanyLessee, any Permitted Lessee Sublessee or any other Person. The foregoing indemnity shall not extend to any Claim to the extent that such Claim is not caused by, (ii) tort liabilityor does not arise out of, whether an act, omission or not arising out event which occurs prior to the termination of the negligence Lease and the payment of any Indemnitee (whether active, passive or imputed), (iii) death or property damage of passengers, shippers or others, all other payments then due and (iv) environmental control, noise or pollution, and (c) required to be paid by Lessee under the offer, sale or delivery of any Equipment Notes, Pass Through Certificates or any interest therein or represented therebyOperative Documents. Without limiting the foregoing and subject toforegoing, and without duplication of, the provisions of Section 6.01(a), Company Lessee agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs fees and expenses actually incurred (including, without limitation, reasonable attorney’s fees and disbursements actually incurred and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of Loan Trustee’s agents actually incurred), of Loan Trustee in connection with the transactions contemplated herebyand Owner Trustee for acting as such, other than such fees and expenses which constitute Transaction Expenses.

Claims Indemnified. Subject to the exclusions stated in Section Subsection 4.02(d), Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of (a) the Operative Documents or the enforcement of any of the terms of the Operative Documents, (b) the Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by Company, any Permitted Lessee or any other Person, (ii) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (iii) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the offer, sale or delivery of any Equipment Notes, Pass Through Certificates or any interest therein or represented thereby. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred (including, without limitation, reasonable attorney’s fees and disbursements actually incurred and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of Loan Trustee’s agents actually incurred), of Loan Trustee in connection with the transactions contemplated hereby.

Claims Indemnified. Subject to the exclusions stated in Section 4.02(d)subsection (d) below, Company each Lessee agrees on demand therefor (subject to subsection (k) below) to jointly and severally indemnify, protect, defend and hold harmless (and to pay additional fees, interest, rent or other amounts to indemnify, defend and hold harmless) each Indemnified Person on an After-Tax Basis each Indemnitee against Claims resulting from (including Claims for Taxes and Non-Tax Claims based on negligence, warranty, absolute, strict or arising out product liability and any other theory of (aliability) the Operative Documents imposed on, incurred by or the enforcement of asserted against any of the terms of the Operative DocumentsIndemnified Person, (b) the any Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, with respect to a Claim for Taxes, any part of any Aircraft, Airframe or any Engine) in any way relating to, based on, measured by or arising out of (1) any Operative Document or any properties of any Lessor (including any Aircraft or any Engine) or any action or inaction of it, any Operating Lessee, any Guarantors, any Lessor, any Sublessee, the Manufacturer, the Engine Manufacturer or any other supplier or seller in connection herewith or therewith or any user or person in possession of any Aircraft, any Airframe, any Engine or Part, or in any way relating to or arising out of: the manufacture of any Aircraft, any Airframe, or any Engine or any Part thereof, the purchase, acceptance or rejection of any Aircraft, any Airframe, any Engine, the ownership, delivery, nondelivery, lease, re-lease, sublease, possession, use, presence, assembly, installation, repossession, abandonment, replacement, storage, importation, exportation, registration, deregistration, modification, transfer of title, operation, repair, testing, maintenance, condition, sale, return or other disposition of any Aircraft, any Airframe, any Engine or any Part thereof (including all costs incurred in making it ready for sale or other disposition and including without limitation, limitation latent or and other defects, whether or not discoverablediscoverable by any Lessor, Operating Lessee or Lessee, and any claim for patent, trademark or copyright infringement) by Companyor the creation, existence or otherwise with respect to the Collateral and the Trust Estate, (2) the rentals, receipts, income, earnings or gains arising from any Aircraft, any Permitted Lessee Airframe, any Engine or any Part thereof (including, but not limited to, rentals or other Personamounts payable under any Lease, (ii) tort liabilityOperating Lease, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputedLoan Documents and the other Operative Documents), (iii3) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the offer, sale or delivery of any Equipment Notes, Pass Through Certificates or payment made pursuant to any interest therein or represented thereby. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred Operative Document (including, without limitation, reasonable attorney’s fees and disbursements actually incurred and, amounts payable under the Loan Agreement or on or with respect to the extent payable as provided Loans or the Purchase Agreement (whether on or prior to any Borrowing Date)), (4) the execution, delivery, registration, recording, performance, or enforcement of any Operative Document or any other document executed and delivered by it, any Operating Lessee, any Lessor, the Guarantors, any Lessor Parent or any Lessee Parent in connection with or relating to the Operative Documents (including, without limitation, in connection with the occurrence and continuance of any Lease Default, Loan Default, Lease Event of Default or Loan Event of Default or with the recovery of possession of any Aircraft while any Lease Event of Default or Operating Lease Event of Default is continuing or the carrying out of any work or inspections required for seeing that the condition of any Aircraft complies with that specified in the Indenture, reasonable compensation and expenses of Loan Trustee’s agents actually incurredrelated Lease or Operating Lease), of Loan Trustee (5) circumstances otherwise with respect to or in connection with the transactions contemplated herebyby the Operative Documents (including in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution or impounding or detention of any Aircraft) or (6) any Designation or Substitution Each Lessee shall be obligated under this Section 10 whether or not any Indemnified Person is indemnified or insured against any Claim by any other Person under any other document. Notwithstanding anything to the contrary herein contained, any Indemnified Person may proceed directly and in its own name against any Lessee or any Guarantor with respect to the indemnities set forth in the first sentence of this Section 10(c), without first resorting to any other rights of indemnification.

Claims Indemnified. Subject to the exclusions stated in Section Subsection 4.02(d), Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of of (a) the Operative Documents or the enforcement of any of the terms of the Operative Documents, (b) the Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by Company, any Permitted Lessee or any other Person, (ii) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (iii) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the initial offer, sale or delivery of any Equipment Notes, Pass Through Certificates or any interest therein or represented therebythereby (including, for the avoidance of doubt, the initial offer, sale or delivery of the Initial Certificates by the Initial Purchasers and of the Exchange Certificates in accordance with the Registration Rights Agreement). Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred (including, without limitation, reasonable attorney’s fees and disbursements actually incurred and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of Loan Trustee’s agents actually incurred), of Loan Trustee in connection with the transactions contemplated hereby.