General Indemnities Sample Clauses

General Indemnities. (a) Lessee hereby agrees at all times to indemnify, protect, defend and hold harmless each Indemnitee from and against all and any liabilities, losses, claims, proceedings, damages, penalties, fines, fees, costs and expenses whatsoever (any of the foregoing being referred to as a “Claim”) that any of them at any time suffers or incurs: (i) arising directly or indirectly out of, or in any way connected with, the manufacture, ownership, possession, registration, performance, transportation, management, control, use or operation, design, condition, testing, delivery, leasing, maintenance, repair, service, modification, overhaul, replacement, removal or redelivery of the Aircraft (either in the air or on the ground) or any part of the Aircraft, whether or not such Claims may be attributable to any defect in the Aircraft or any part thereof or to the design, testing or use thereof or to any maintenance, service, repair, overhaul, or to any other reason whatsoever (whether similar to any of the foregoing or not), and regardless of when the same shall arise (whether during, or after termination of, the leasing of the Aircraft under this Agreement); (ii) arising as a result of any design, article or material in the Aircraft or any part thereof or the operation or use thereof constituting or being alleged to constitute an infringement of any patent, copyright, design or other proprietary right; or (iii) in relation to preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Aircraft, or in securing the release of the Aircraft other than from any Lessor’s Lien. (b) The following are excluded from Lessee’s agreement to indemnify any particular Indemnitee under Clause 18.1(a): (i) any Claim judicially determined to be attributable to an act, matter, circumstance or thing done, arising or occurring after the date on which Lessee shall have redelivered the Aircraft and the Aircraft Documents to Lessor in accordance with this Agreement and shall have complied with all of its obligations under this Agreement and Lessee’s Documents (such date, the “Compliance Date”), but only to the extent not attributable or related, in whole or in part, to acts or omissions of Lessee or to circumstances, acts, omissions, incidents or events occurring on or before the Compliance Date; (ii) any Claim judicially determined to have been caused by the willful misconduct, gross negligence or recklessness of such Inde...

General Indemnities. Flexera will defend and indemnify Customer and its employees, officers, board members, agents, representatives, and officials from and against any and all claims, demands, actions, losses, liabilities, injury, damages, which are brought by a third party and caused by, arise from or relate to (i) the willful or reckless acts or omissions of Flexera, its employees, agents, subcontractors or consultants; (ii) wrongful death, bodily injury, or damage to real and tangible property caused by Flexera; (iii) any material breach by Flexera of the confidentiality obligations set forth in the section of this Agreement titled “Confidential Information”; and (iv) any material breach by Flexera of the data privacy obligations set forth in the section of this Agreement titled “Data Privacy”.

General Indemnities. Each of the Borrowers undertake, on a joint and several basis, to indemnify: (a) each of the Relevant Finance Parties against any out-of-pocket cost, claim, loss, expense (including legal fees) or liability, which any of them may sustain or incur as a consequence of the occurrence of any Default; and (b) each Lender against any out-of-pocket loss it may suffer or incur as a result of (i) its funding or making arrangements to fund its portion of an Advance or (ii) its issuing or making arrangements to issue a Documentary Credit or (iii) its funding or making arrangements to fund any Ancillary Facility made available by it, in each case requested by any Borrower under this Agreement but not made by reason of the operation of any one or more of the provisions of this Agreement (save as a result of such Lender’s own gross negligence or wilful default).

General Indemnities. 24.1 You will at all times indemnify the Purchasing Agency and its officers, employees and agents from and against any and all Losses awarded against, incurred or suffered by them, caused by any: (a) unlawful or malicious act or omission by you or your Personnel; or (b) personal injury, death, or loss of or damage to tangible property (which, to avoid doubt, excludes software), due to an act or omission of you or your Personnel.

General Indemnities. The company does not undertake that all the goods shall depart or arrive by any particular date.

General Indemnities. (a) If the Closing occurs, the Vendor will, with respect to Claims made within the Survival Period, but subject to Sections 11.1(c) and 11.6, indemnify the Purchaser and its Affiliates and any successors or permitted assignees of the Purchaser (collectively, “Purchaser Indemnified Parties”) from and against and save and hold each Purchaser Indemnified Party harmless from all Claims sustained or incurred by the Purchaser Indemnified Party resulting from: (i) any misrepresentation or breach of warranty made by the Vendor herein that is actionable in accordance herewith or a false certification by the Vendor at Closing under Section 2.9(a) as to its representations and warranties herein, other than (in each case) in Section 3.7(e), for which the Purchaser’s sole and exclusive remedy after Closing is under Section 11.5; or (ii) the failure of the Vendor to comply with, or the breach by the Vendor of, any of the covenants or agreements in this Agreement to be performed by the Vendor, (collectively, the “Purchaser Indemnified Loss”); provided that: (A) except with respect to those matters enumerated in Section 11.2(a)(ii)(B), none of the Purchaser Indemnified Parties will be entitled to assert rights of indemnification under this Article 11 in respect of any misrepresentation or breach of warranty unless the Defect Amount attributable thereto is at least $100,000 or for any Purchaser Indemnified Loss unless the aggregate of all such Purchaser Indemnified Loss exceeds the Indemnity Threshold Amount, reduced, if applicable, under Section 8.2(c), it being agreed that Purchaser Indemnified Loss will accumulate without any Claim being available in respect thereof until the aggregate of all Purchaser Indemnified Loss exceeds such Indemnity Threshold Amount, whereupon the Purchaser Indemnified Parties will be entitled to indemnification hereunder for all Purchaser Indemnified Loss; (B) the limitations in Sections 11.2(a)(ii)(A) and (C) will not apply to any misrepresentation by the Vendor in Section 3.1, 3.2(a) to (e), 3.3(a) or (b) or 3.4(a); (C) the maximum aggregate of all Purchaser Indemnified Loss for which Purchaser Indemnified Parties will be entitled to indemnification hereunder may not exceed $100,000,000; and (D) the Purchaser Indemnified Parties will determine among themselves how any recovery from the Vendor on account of Purchaser Indemnified Loss will be allocated between or among them and no issue related to such allocation will affect their entitlement ...

General Indemnities. Revenera will defend and indemnify Customer and its employees, officers, board members, agents, representatives, and officials from and against any and all claims, demands, actions, losses, liabilities, injury, damages, which are brought by a third party and caused by, arise from or relate to (i) the willful or reckless acts or omissions of Revenera, its employees, agents, subcontractors or consultants; (ii) wrongful death, bodily injury, or damage to real and tangible property caused by Revenera; (iii) any material breach by Revenera of the confidentiality obligations set forth in the section of this Agreement titled “Confidential Information”; and (iv) any material breach by Revenera of the data privacy obligations set forth in the section of this Agreement titled “Data Privacy”.

General Indemnities. The Borrower undertakes to indemnify: (a) each of the Finance Parties against any cost, claim, loss, expense (including legal fees) or liability, which any of them may sustain or incur as a consequence of the occurrence of any Default; and (b) each Lender against any loss it may suffer or incur as a result of (i) its funding or making arrangements to fund its portion of an Advance or (ii) its issuing or making arrangements to issue a Documentary Credit, in each case requested by the Borrower under this Agreement but not made by reason of the operation of any one or more of the provisions of this Agreement (save as a result of its own gross negligence, breach of a Finance Document or wilful default).

General Indemnities. 11.1 Lessee shall exonerate and indemnify Lessor, its officers, employees, representatives, insurers, agents and assigns, against and hold them harmless from, any and all claims, actions, suits, proceedings, losses, judgments, damages and liabilities (including reasonable attorneys’ fees) and all other costs and expenses in connection therewith or incident thereto, for death or injury to any person (other than Lessor or Lessor’s employees) whomsoever, and for any loss or damage to, or destruction of, any property whatsoever, caused by or arising out of, or in any way connected with or resulting from: (A) the Aircraft or any property or persons aboard or connected with the Aircraft; (B) the manufacture, acquisition, selection, delivery, possession, use, condition, operation, storage, maintenance, servicing, repair or return of the Aircraft, at any time during the Lease Term; and (C) strict liability in tort relating to the Aircraft, provided that Lessee shall have no obligation to indemnify Lessor for any acts or omissions on the part of the manufacturer of the Aircraft or any of its parts or components. 11.2 LESSEE HEREBY AGREES TO RELEASE, PROTECT, INDEMNIFY AND HOLD LESSOR HARMLESS, TOGETHER WITH ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND INSURERS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, COSTS, FINES, EXPENSES, LOSSES, DAMAGES AND LIABILITIES WHICH IN ANY MANNER RELATE TO OR ARISE OUT OF THE INJURY OR DEATH OF ANY PERSON, OR DAMAGE TO OR LOSS OF PROPERTY, OCCASIONED BY OR RESULTING FROM (A) ANY ACCIDENT OR FAILURE OF THE AIRCRAFT OR ANY OF ITS EQUIPMENT WHICH OCCURS AT ANY TIME DURING WHICH LESSEE OPERATES THE AIRCRAFT, (B) ANY ACTS OR OMISSIONS OF LESSEE IN THE INSPECTION, REPAIR, MAINTENANCE, SERVICING OR OPERATION OF THE AIRCRAFT, AND (C) ANY ACTS OR OMISSIONS OF LESSEE IN FULFILLING THE WARRANTIES AND COVENANTS STIPULATED IN THIS AGREEMENT. 11.3 With respect to causes of action accruing during the Lease Term, the indemnities specified above in Article 11.1 and 11.2 shall remain in full force and effect notwithstanding the expiration or other termination of this Lease.