EXCEPTIONS TO GENERAL INDEMNITY Sample Clauses

EXCEPTIONS TO GENERAL INDEMNITY. 1 9.3 Taxes.................................................. 1 9.4
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EXCEPTIONS TO GENERAL INDEMNITY. The indemnity provided for in Section 9(a) will not extend to any of the following Expenses of any Indemnified Party: (i) Expenses caused solely by the gross negligence or willful misconduct of such Indemnified Party (other than negligence imputed to such Indemnified Party by reason of its interest in the Aircraft solely and by virtue of law); (ii) Expenses caused solely by a breach by such Indemnified Party of any covenant or inaccuracy or falsity of a representation or warranty made by such Indemnified Party in this Agreement or the documents and agreements delivered by such party to Lessee on or prior to the Delivery Date; (iii) Expenses that are Taxes (it being agreed that Lessee's sole responsibility for Taxes is as set out in Section 9(c) hereof); (iv) Expenses attributable solely to the period (x) prior to the Delivery Date and (y) after the return of possession of the Airframe, the Engines and the Parts to Lessor or its designee pursuant to and in accordance with the terms of this Lease (other than pursuant to Section 20 hereof, in which case (and other than with respect to Taxes) Lessee's liability under this Section 9(b) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 20); and (v) Expenses caused solely by any voluntary transfer or disposition (other than any transfer pursuant to any exercise of remedies in connection with an Event of Default, pooling arrangement or Event of Loss) by Lessor of its interest in the Aircraft, Airframe or Engines.
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EXCEPTIONS TO GENERAL INDEMNITY. The indemnity provided for in Section 9.1 will not extend to any of the following Expenses of a particular Indemnified Party (but without limiting any rights of Lessor under Section 13): (1) Expenses to the extent caused by the gross negligence or willful misconduct of any Indemnified Party (other than willful misconduct imputed to such person by reason of its interest in the Aircraft or any Operative Document); (2) Taxes, it being agreed that Sections 9.3 and 9.6 and Schedule 6 set forth the agreements of Lessor and Lessee in relation to Taxes; (3) Expenses to the extent attributable to acts of an Indemnified Party or the Follow-On Operator, or events which occur after this Lease Agreement has terminated or expired and Lessee has returned the Aircraft to Lessor in the condition and manner required by this Lease Agreement (except in the case of an Event of Loss, in which case no return of the Aircraft shall be required), and which are not fairly attributable to acts, events or circumstances occurring prior to such termination or expiration and, if applicable, such return; (4) Expenses that Lessor has expressly agreed to pay under this Lease Agreement; (5) Expenses attributable to Lessor Liens; (6) Expenses to the extent caused by a breach by such Indemnified Party of any covenant, or by the inaccuracy or falsity of a representation or warranty made by such Indemnified Party, in this Lease Agreement or the documents and agreements delivered by such party to Lessee; (7) Expenses constituting amounts payable under any documents related to the debt or equity financing or refinancing of the Aircraft for the payment of principal, interest, break funding, make-whole fees or other similar fees; (8) Expenses constituting amounts payable to any Financing Party pursuant to any Financing Security Document (other than operational indemnities of the type and within the scope of operational indemnities contained in Section 9.1); (9) Expenses associated with the financing or structuring of any entity directly or indirectly holding an interest in Lessor (other than operational indemnities of the type and within the scope of operational indemnities contained in Section 9.1); (10) Expenses associated with claims attributable to the negotiation, execution and delivery of the Operative Documents; (11) Expenses attributable to any Lien which an Indemnified Party is required to remove pursuant to the terms of the Operative Documents; (12) Expenses that are internal or external c...
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EXCEPTIONS TO GENERAL INDEMNITY. The indemnity provided for in Section 9.1 will not extend to any of the following Expenses of any Indemnified Party (but without limiting any rights of Lessor under Section 13):
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EXCEPTIONS TO GENERAL INDEMNITY. The indemnity provided for in Section 17.1 will not extend to Claims of or against any Indemnitee to the extent arising from or attributable to any one or more of the following: (a) The gross negligence or willful misconduct of an Indemnitee; (b) Acts or events occurring prior to the Delivery Date or after the return of possession of the Aircraft to Lessor in accordance with the terms of this Lease; (c) Claims representing Taxes, it being acknowledged that the terms of Section 16 are the exclusive provisions governing Lessee's indemnity obligations for Taxes; (d) A breach by Lessor of any of the terms of this Agreement or any other Operative Agreement; (e) The inaccuracy of any representation or warranty made by Lessor in this Agreement or any other Operative Agreement; (f) Expenses which under the terms of this Agreement or any other Operative Agreement are required to be paid by an Indemnitee; (g) The existence, incurrence, recordation, release, discharge, assignment or enforcement of any Lessor Lien;or (h) The sale, assignment, transfer, pledge or other disposition of the Aircraft or any interest therein or in the Operative Agreements other than a transfer in the exercise of Lessor's remedies hereunder after an Event of Default.
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EXCEPTIONS TO GENERAL INDEMNITY. The indemnity provided for in Section 9.1 will not extend to any of the following Expenses of a particular General Indemnitee (but without limiting any rights of Lessor under Section 13): (1) Expenses to the extent caused by the willful misconduct or gross negligence of such General Indemnitee (other than gross negligence imputed to such person by reason of its interest in the Aircraft or any Operative Document); (2) Taxes or loss of any tax benefit, it being agreed that Sections 9.3 and 9.6 and Schedule 5 set forth the agreements of Lessor and Lessee in relation to Taxes; (3) Expenses to the extent attributable to acts of such General Indemnitee or any Follow-On Operator, acts, circumstances or events which occur after the Return (or as the case may be the termination of the leasing of the Aircraft following an Event of Loss) and which are not attributable to acts, events or circumstances occurring prior to such termination or Return; (4) Expenses that Lessor has expressly agreed to pay under the Aircraft Lease Agreement or any other Operative Document; (5) Expenses attributable to Lessor Liens; (6) Expenses to the extent caused by a breach by such General Indemnitee of any covenant or term, or by the inaccuracy or falsity of a representation or warranty made by such General Indemnitee, in the Aircraft Lease Agreement, any other Operative Document or the documents and agreements delivered by such party to Lessee; (7) Unless Lessee or an Affiliate of Lessee owned, operated or maintained the Aircraft prior to the Delivery Date, Expenses attributable solely to events which occurred prior to the Lease Term and which are not attributable to acts, events or circumstances occurring on or after the Delivery Date; (8) Expenses which represent or result from any decline in the market value of the Aircraft (unless such decline arises as a result of an Event of Default or breach by Lessee of its obligations under the Aircraft Lease Agreement in respect of operation, maintenance or repair of the Aircraft); (9) Expenses which are an ordinary and usual operating or overhead expense of such General Indemnitee (unless such Expenses were incurred due to an Event of Default); (10) Expenses which are settled or reimbursed from any proceeds of Insurances paid to that General Indemnitee; LATAM Shared Terms 15 (11) Expenses which are covered pursuant to another indemnity provision in any other Operative Document and payment to such General Indemnitee under such indemnity has ac...
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Related to EXCEPTIONS TO GENERAL INDEMNITY

  • General Indemnity In addition to the payment of expenses pursuant to Section 10.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to indemnify, pay and hold Bank and any holder(s) of the Note, and the officers, directors, employees, agents and affiliates of Bank and such holder(s) (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnities, in any manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Bank, Bank's agreement to make the Loans hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the "indemnified liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnities or any of them. The provisions of the undertakings and indemnification set out in this Section 10.05 shall survive satisfaction and payment of Borrower's Obligations and the termination of this Agreement.

  • General Indemnity Provisions No indemnifying party shall be liable under its indemnity agreement contained in Section 4.3 or 4.4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

  • General Indemnities 17.1 Currency In the event of any Finance Party receiving or recovering any amount payable under any of the Security Documents in a currency other than the Currency of Account, and if the amount received or recovered is insufficient when converted into the Currency of Account at the date of receipt to satisfy in full the amount due, the Borrower shall, on the Agent's written demand, pay to the Agent such further amount in the Currency of Account as is sufficient to satisfy in full the amount due and that further amount shall be due to the Agent on behalf of the Finance Parties as a separate debt under this Agreement.

  • General Indemnification Provisions (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. (b) If and to the extent that any provision of Section 4.01 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • Exceptions to Right of Indemnification Notwithstanding anything to the contrary in this Agreement, except as set forth in Paragraph 10, the Corporation shall not indemnify the Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

  • Exceptions to Indemnification Notwithstanding anything to the contrary contained herein, the Issuer’s obligations under Section 4(a) (Indemnification of Protected Persons) and Section 4(b) (Reimbursement of Expenses) shall not apply to any actions, suits or proceedings in which one or more officers, directors, partners, members or employees of the Administrator are making claims against the Administrator or one or more other officers, directors, partners, members or employees of the Administrator.

  • Additional Indemnification; Limitation of Liability A. Subject to Section 2(A), USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible. B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services and (b) the provision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder. C. If an injunction is issued against the Trust’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Trust the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust, the Trust may terminate all rights and responsibilities under this Exhibit C immediately on written notice to USBFS. D. Because the ability of USBFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBFS or its affiliates) or of any third parties involved in the Electronic Services and shall not be liable for the selection of any such third party, unless USBFS selected the third party in bad faith or in a grossly negligent manner. E. USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS’s data center as determined by the records maintained by USBFS. F. Notwithstanding anything to the contrary contained herein, USBFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBFS.

  • Mutual Indemnity Except to the extent that a claim arises from Your non-compliance with the restriction on High- Risk Activities, each party will defend and indemnify the other party against any third party claim or action for personal bodily injury, including death, to the extent directly caused by the indemnifying party’s gross negligence or willful misconduct in the course of performing its obligations under the Agreement.

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