INDEMNIFICATION BY UNITED. United hereby assumes liability for and agrees to indemnify, release, defend, protect, save and hold Contractor and its officers, directors, agents and employees harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments, including but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from Contractor or its officers, directors, employees or agents, by reason of any injuries to or deaths of persons, except for injury or death of Contractor’s employees, or the loss of, damage to or destruction of property, including the loss of use thereof, arising out of, in connection with or in any way related to any act, error, omission, operation, performance or failure of performance of United or its officers, directors, employees or agents regardless of any negligence either active, passive or otherwise on the part of Contractor or its officers, directors, employees, or agents (but excluding the reckless or willful misconduct, or gross negligence, of Contractor or its officers, directors, employees or agents), which is in any way related to the services of United contemplated by or provided pursuant to this Agreement. Contractor will give United prompt and timely notice of any claim made or suit instituted against Contractor which in any way results in indemnification hereunder, and United will have the right to compromise or participate in the defense of same to the extent of its own interest.
INDEMNIFICATION BY UNITED. United shall, at its own expense, defend, hold harmless and indemnify AARP, AARP Trust and each of their respective parents, subsidiaries, affiliates, officers, directors, trustees, employees, members, independent contractors and agents (provided they are acting in the course of their duties with respect to the foregoing) (each an "AARP Indemnified Party") from and against any claims, damages (including consequential and punitive damages), judgments, awards, settlements (consented to by United), costs and expenses (including reasonable fees and expenses of counsel, subject to the procedures and limitations contained in Sections 13.3 and 13.4 hereof), arising, directly or indirectly, from (i) the misuse by United or any of its parents, subsidiaries, affiliates, officers, directors, employees or agents of information provided by AARP or AARP Trust to United, including but not limited to information concerning AARP members and marketing and advertising materials concerning the SHIP, (ii) the breach, negligence or willful misconduct by United with respect to its obligations under this Agreement and the other Contract Documents or under any Associated Agreement to which United is a party, (iii) United's subcontracting any part 76
INDEMNIFICATION BY UNITED. 41 D. CONTRACTOR'S SUPPLIES LIABILITY......................... 41
INDEMNIFICATION BY UNITED. UNITED hereby agrees to indemnify and hold harmless, PROCESSOR, and its employees, agents and shareholders from and against any claims, losses or liabilities arising out of, or resulting from, the actions or omissions of UNITED, its employees or agents with respect to the Product, from and after the time risk of loss of PROCESSOR’s Product transfers.
INDEMNIFICATION BY UNITED. United shall be solely responsible for and agrees to defend, indemnify, and hold harmless Administrator and its Affiliates, shareholders, directors, officers, employees, and agents from and against any and all claims, causes of action, obligations, liability, liens, indebtedness, debts, judgments, damages (of every kind and nature), losses, costs, expenses, and fees (including reasonable attorneys’ fees), arising from or related to the breach of or default under any representation, warranty, covenant, condition, or promise made by United in this Agreement.
INDEMNIFICATION BY UNITED. Subject to Section 9.5, United (hereinafter called the "UNITED INDEMNITOR") shall jointly and severally defend, indemnify and hold harmless the Shareholders (hereinafter called "SHAREHOLDER INDEMNITEES") against and in respect of any and all loss, damage, liability, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (collectively, "SHAREHOLDER LOSSES"), suffered or incurred by Shareholder Indemnitees by reason of or arising out of:
INDEMNIFICATION BY UNITED. United shall indemnify, defend and hold harmless Percom and its affiliates, employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorney's fees) incurred as a result of:
INDEMNIFICATION BY UNITED. 40 D. INTENTIONALLY DELETED………………………………………………………………………….. 41
INDEMNIFICATION BY UNITED. 21 SECTION 8.
INDEMNIFICATION BY UNITED. United hereby agrees to ------------------------- indemnify the AFE Trust, the AFE Trustee, the Pass Through Trustee, the Subordination Agent, the AFE Indenture Trustee and the AFE Investors, and, in each case, each of their respective affiliates, successors and permitted assigns and each of their respective directors, officers, employees, agents and servants (collectively, the "Indemnitees") against, and agrees to protect, save and keep ----------- harmless and shall pay on demand each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents or the Pass Through Trust Agreements are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to or arising out of (A) this Agreement, the AFE Trust Certificates issued under the AFE Trust Agreement, the AFE Notes issued under the AFE Indenture, the Fundamental Documents, and each Pass Through Trust Agreement (and any amendments thereto), or the enforcement of any of the terms of any thereof, or (B) the manufacture, design, purchase, resale, acceptance or rejection of the Airframe or any Engine or Parts; or (C) the Aircraft (or any portion thereof) or any Engine whether or not installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the finance, refinance, ownership, delivery, nondelivery, storage, lease, possession, use, non-use, operation, maintenance, modification, alteration, condition, sale, replacement, substitution, disposition, registration, reregistration or airworthiness of the Aircraft (or any portion thereof) including, without limitation, latent or other defects, whether or not discoverable, strict tort liability and any damage to property or the environment, death or injury to any person and any claim for patent, trademark or copyright infringement; (D) the offer, sale, holding, transfer or delivery of the AFE Notes, the AFE Trust Certificates or the Pass Through Certificates, whether before, on or after the applicable issuance date (the indemnity in this clause (D) to extend also to any person who controls an Indemnitee, its successors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended); (E) fees incurred by AFE Trust in connection with the AFE Notes issued under the AFE Indenture, the AFE Trust Certificates issued under the AFE Trust Agreement, and the Fundame...
