Common use of Exclusions from Indemnity Clause in Contracts

Exclusions from Indemnity. 10.1 Notwithstanding anything to the contrary in this Agreement, Company shall not be required to indemnify Indemnitee or pay the Expenses of Indemnitee in or with respect to any of the following: (a) Any Claims (and the Expenses incurred in connection therewith) that are initiated or asserted by Indemnitee and not by way of defense of any Claim, except for claims, actions, suits or proceedings initiated by Indemnitee (1) to enforce his/her indemnification rights under this Agreement or other agreement or insurance policy, or under the Articles or Bylaws, (2) with the prior authorization or approval of the Board of Directors, or (3) as otherwise may be required under the Nevada Corporation Law to establish Indemnitee’s right to indemnity or payment of Expenses (and regardless of its outcome or ultimate disposition). (b) Any claims asserted or any action, suit or proceeding instituted by Indemnitee to enforce the terms of this Agreement if a court of competent jurisdiction determines that any such claim, action, suit or proceeding was not asserted or instituted by Indemnitee in good faith or is otherwise determined to be frivolous or without any legitimate basis in fact or law. For the avoidance of doubt, it is expressly stated that the Company is obligated to indemnify Executive for claims to enforce the terms of this Agreement that are brought in good faith and are non-frivolous. (c) Any acts, omissions, activities or other transactions conducted by Indemnitee for or as to which Indemnitee may not be indemnified or relieved of liability under applicable law. (d) Any Claims (and the Expenses paid in connection therewith) if it is determined in a final non-appealable judgment or order that (1) such payments were made in violation of applicable law, (2) Indemnitee must make an accounting of profits from Indemnitee’s purchase and sale of Company’s securities under or pursuant to the provisions of Section 16(b) of the Exchange Act or a similar provision under federal or state law, or (3) Indemnitee’s acts, actions or omissions involved intentional misconduct, fraud or a knowing violation of law, including any determination that Indemnitee defrauded or stole from Company, misappropriated confidential or proprietary information or the trade secrets of Company, or otherwise converted the assets or properties of Company to his/her own personal use or benefit. (e) Settlement of any Claim, or any amounts paid in settlement of any Claim, without Company’s written consent.

Exclusions from Indemnity. 10.1 Notwithstanding anything The provisions of Section 9.02 (a) shall ------------------------- not apply to: (1) any Tax based on, or measured by, gross or net income, gross receipts, capital, franchise, or net worth (other than taxes in the nature of sales, use, property, or value-added taxes), including related surcharges and withholding taxes, or any withholding taxes on an Indemnitee's gross income, to the contrary in extent that such withholding taxes are imposed solely because that Indemnitee has a place of business outside the United States or holds the Note outside the United States; provided, that the provisions of this Agreement, Company clause (b)(1) shall not be required apply to indemnify any Taxes imposed in respect of the receipt or accrual of any indemnity payment made or payable pursuant to this Section 9.02; (2) any Tax imposed on an Indemnitee as a result of a transfer or other disposition, by such Indemnitee or pay any of its predecessors in interest, of any interest in the Expenses Aircraft or any Basic Document, unless such transfer or disposition occurs after the occurrence of an Event of Default; (3) any Tax in the nature of a penalty, an addition to tax, interest, or fines resulting from the negligence or misconduct of the Indemnitee in connection with the preparation or filing of (or failure to prepare or file) tax returns, or the payment of or failure to pay its taxes, but in each case not if in any way attributable to Borrower's failure to notify such Indemnitee of its obligations to prepare and file its returns in respect of Taxes indemnified pursuant to this Section 9.02, to the extent Borrower shall have actual knowledge of such obligations, or to provide any information necessary for the preparation or filing of such returns or the conduct of such proceedings or otherwise to perform its duties and responsibilities pursuant to the Basic Documents; (4) any Tax imposed on an Indemnitee to the extent that such tax results from that Indemnitee's gross negligence, willful misconduct, or bad faith; (5) any Tax that would not have been imposed but for any failure of an Indemnitee to file proper and timely reports or returns or to pay any Tax when due, if Borrower has actual knowledge of such Tax and specifically notifies that Indemnitee in a timely manner of the pertinent filing or payment requirement; (6) any Tax imposed on an Indemnitee with respect to any period commencing after the payment of all Secured Obligations (but not excluding penalties, fines, additions to tax, and interest on or computed by reference to indemnifiable Taxes); (7) any Tax that is not yet due or that is being contested under Section 9.02(c); (8) any Tax imposed on an Indemnitee that is, or is in the nature of, an intangible or similar tax upon or with respect to any the value of such Indemnitee's interest in the following:Note; or (a9) Any Claims (and the Expenses incurred in connection therewith) that are initiated or asserted any Tax imposed by Indemnitee and not by way of defense of any Claim, except for claims, actions, suits or proceedings initiated by Indemnitee (1) to enforce his/her indemnification rights under this Agreement or other agreement or insurance policy, Code Section 4975 or under the Articles Part 4 or Bylaws, (2) with the prior authorization or approval Part 5 of the Board subtitle B of Directors, or (3) as otherwise may be required under the Nevada Corporation Law to establish Indemnitee’s right to indemnity or payment of Expenses (and regardless of its outcome or ultimate disposition)ERISA. (b) Any claims asserted or any action, suit or proceeding instituted by Indemnitee to enforce the terms of this Agreement if a court of competent jurisdiction determines that any such claim, action, suit or proceeding was not asserted or instituted by Indemnitee in good faith or is otherwise determined to be frivolous or without any legitimate basis in fact or law. For the avoidance of doubt, it is expressly stated that the Company is obligated to indemnify Executive for claims to enforce the terms of this Agreement that are brought in good faith and are non-frivolous. (c) Any acts, omissions, activities or other transactions conducted by Indemnitee for or as to which Indemnitee may not be indemnified or relieved of liability under applicable law. (d) Any Claims (and the Expenses paid in connection therewith) if it is determined in a final non-appealable judgment or order that (1) such payments were made in violation of applicable law, (2) Indemnitee must make an accounting of profits from Indemnitee’s purchase and sale of Company’s securities under or pursuant to the provisions of Section 16(b) of the Exchange Act or a similar provision under federal or state law, or (3) Indemnitee’s acts, actions or omissions involved intentional misconduct, fraud or a knowing violation of law, including any determination that Indemnitee defrauded or stole from Company, misappropriated confidential or proprietary information or the trade secrets of Company, or otherwise converted the assets or properties of Company to his/her own personal use or benefit. (e) Settlement of any Claim, or any amounts paid in settlement of any Claim, without Company’s written consent.

Exclusions from Indemnity. 10.1 Notwithstanding anything to the contrary in this Agreement, Company shall not be required to indemnify Indemnitee or pay the Expenses of Indemnitee in or with respect to any of the following: (a) Any Claims (and the Expenses incurred in connection therewith) that are initiated or asserted by Indemnitee and not by way of defense of any Claim, except for claims, actions, suits or proceedings initiated by Indemnitee (1) to enforce his/her indemnification rights under this Agreement or other agreement or insurance policy, or under the Articles or Bylaws, (2) with the prior authorization or approval of the Board of Directors, or (3) as otherwise may be required under the Nevada Corporation Law to establish Indemnitee’s right to indemnity or payment of Expenses (and regardless of its outcome or ultimate disposition). (b) Any claims asserted or any action, suit or proceeding instituted by Indemnitee to enforce the terms of this Agreement if a court of competent jurisdiction determines that any such claim, action, suit or proceeding was not asserted or instituted by Indemnitee in good faith or is otherwise determined to be frivolous or without any legitimate basis in fact or law. For the avoidance of doubt, it is expressly stated that the Company is obligated to indemnify Executive for claims to enforce the terms of this Agreement that are brought in good faith and are non-frivolous. (c) Any acts, omissions, activities or other transactions conducted by Indemnitee for or as to which Indemnitee may not be indemnified or relieved of liability under applicable law. (d) Any Claims (and the Expenses paid in connection therewith) if it is determined in a final non-appealable judgment or order that (1) such payments were made in violation of applicable law, (2) Indemnitee must make an accounting of profits from Indemnitee’s purchase and sale of Company’s securities under or pursuant to the provisions of Section 16(b) of the Exchange Act or a similar provision under federal or state law, or (3) Indemnitee’s acts, actions or omissions involved intentional misconduct, fraud or a knowing violation of law, including any determination that Indemnitee defrauded or stole from Company, misappropriated confidential or proprietary information or the trade secrets of Company, or otherwise converted the assets or properties of Company to his/her own personal use or benefit. (e) Settlement of any Claim, or any amounts paid in settlement of any Claim, without Company’s written consent.

Exclusions from Indemnity. 10.1 Notwithstanding anything to Section 7.01 hereof, the contrary in this Agreement, Company Owner Participant shall not be required to indemnify Indemnitee or pay the Expenses of any Owner Trustee Indemnitee in the case of any and all Owner Trustee Claims of any kind and nature whatsoever resulting from or with respect to any arising out of or which would not have occurred but for or which is in the nature of one or more of the following: (a) Any Claims (and the Expenses incurred willful misconduct or gross negligence on the part of the Trust Company in connection therewith) that are initiated the performance or asserted by Indemnitee and not by way nonperformance of defense of any Claim, except for claims, actions, suits or proceedings initiated by Indemnitee (1) to enforce his/her indemnification rights under this Agreement or other agreement or insurance policy, its duties hereunder or under the Articles or Bylaws, (2) with the prior authorization or approval of the Board of Directors, or (3) as otherwise may be required under the Nevada Corporation Law any other Operative Document to establish Indemnitee’s right to indemnity or payment of Expenses (and regardless of its outcome or ultimate disposition).which it is a party; or (b) Any claims asserted the breach or incorrectness of any action, suit representation or proceeding instituted by Indemnitee warranty of the Trust Company herein or of the Trust Company in any other Operative Document to enforce the terms of this Agreement if a court of competent jurisdiction determines that any such claim, action, suit or proceeding was not asserted or instituted by Indemnitee in good faith or is otherwise determined to be frivolous or without any legitimate basis in fact or law. For the avoidance of doubt, which it is expressly stated that a party or from the failure of the Trust Company to perform or observe any agreement, covenant or condition hereunder or under any other Operative Document to which it is obligated to indemnify Executive for claims to enforce the terms of this Agreement that are brought in good faith and are non-frivolous.a party; or (c) Any acts, omissions, activities a breach by the Trust Company of its covenant in the last two sentences of Section 5.04 or in Section 6.01(b) hereof or any other transactions conducted covenant made by Indemnitee for or as to which Indemnitee may not be indemnified or relieved of liability under applicable law.the Trust Company in its individual capacity; or (d) Any Claims (and the Expenses paid in connection therewith) if it is determined in a final non-appealable judgment or order that (1) such payments were made in violation of applicable law, (2) Indemnitee must make an accounting of profits from Indemnitee’s purchase and sale of Company’s securities under or pursuant to the provisions of Section 16(b) failure of the Exchange Act or a similar provision under federal or state law, or (3) Indemnitee’s acts, actions or omissions involved intentional misconduct, fraud or a knowing violation of law, including any determination that Indemnitee defrauded or stole from Company, misappropriated confidential or proprietary information or the trade secrets of Company, or otherwise converted the assets or properties of Trust Company to his/her own personal use or benefit.ordinary care to receive, hold and disburse funds actually received by it in accordance with the terms of the Operative Documents; or (e) Settlement any Tax on, based on or measured by any fees, compensation or commissions payable to the Trust Company in connection with the transactions contemplated by the Operative Documents; or (f) any Claim that is excluded pursuant to Section 9.1(b), subsection (ii), (v), (vii) and (ix) of the Participation Agreement from the Lessee’s agreement to indemnify the Trust Company or the Owner Trustee under Section 9.1(a) of the Participation Agreement; or (g) any Claimacts or events that occur after the termination of this Trust Agreement; provided, however, that none of the exclusions set forth in this Section 7.02 shall relieve the Owner Participant of its obligations to indemnify the Owner Trustee Indemnitees hereunder for any loss or claim attributable to any amounts paid action or inaction taken by the any Owner Trustee Indemnitee in settlement accordance with the direction of any Claim, without Company’s written consentthe Owner Participant or otherwise as required or permitted under this Trust Agreement.