Common use of Indemnity by the Sellers Clause in Contracts

Indemnity by the Sellers. From and after each Closing, the Sellers shall, in accordance with and subject to the limitations set forth in this Article XIII, indemnify, defend and save Aircastle and each other Purchaser Indemnified Party harmless from and against any and all Losses sustained or incurred by any Purchaser Indemnified Party resulting from: (a) any breach, or failure to be true and correct, of a representation or warranty made by any Seller in Article V of this Agreement, in any certificate delivered by any Seller pursuant Section 11.02 or in any other Seller Document; provided, however, that (1) such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01 and (2) no Purchaser Indemnified Party shall have received or gained actual knowledge from a third party of a breach or the inaccuracy of such representation or warranty, and failed to inform GAIF in writing of such breach or inaccuracy, on or prior to the date such representation or warranty was made; (b) any breach of any covenant or agreement made by any Seller in this Agreement provided, however, that, in the case of any Pre-Closing Covenant, such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01; (c) any claim relating to or arising from the ownership and operation of any Aircraft (w) prior to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder, (x) with respect to any Accelerated A320 Aircraft, prior to the delivery of such Aircraft under the AXX Purchase Agreement, (y) with respect to any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (z) with respect to any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreement; or (d) any claim or assertion for broker’s or seller’s fees or expenses arising out of the transactions contemplated by this Agreement by a Person claiming to have been engaged by GAIF or any Seller or any of their respective Affiliates.

Indemnity by the Sellers. From and after each Closing, the Sellers shall, in accordance with and subject Subject to the overall limitations, minimum amounts and time limitations set forth in this Article XIIISection 12.6, indemnifyeach of the Sellers, defend severally and save Aircastle not jointly, agree to indemnify and each other Purchaser Indemnified Party hold the Buyer, the Company and the Subsidiaries (and their respective directors, officers, employees and affiliates) harmless from and against with respect to any and all Losses sustained claims, liabilities, losses, damages, costs and expenses, including without limitation the fees and disbursements of counsel (collectively, the "Losses"), after subtracting any insurance proceeds actually received by the Buyer with respect to a particular Loss, related to or incurred by any Purchaser Indemnified Party resulting fromarising, directly or indirectly, out of: (ai) any breach, failure or failure to be true and correct, of a representation or warranty made any breach by any Seller in Article V of any representation or warranty, covenant, obligation or undertaking made by such Seller (other than pursuant to Sections 5.1 through 5.31 of this Agreement) in this Agreement, any Schedule or Exhibit hereto, or any other statement, certificate or other instrument delivered pursuant hereto; (ii) any actual or alleged tax liability of the Company or any of the Subsidiaries in respect of any period through the Closing Date, including any fees of professionals incurred in preparing returns for such periods, or in assisting in responding to any audits of tax returns filed with respect to any such period, to the extent such liability is not adequately reflected or reserved against on the Final Closing Balance Sheet; (iii) any actual or alleged liability for death or injury to person or property, to the extent not covered by insurance, as a result of any actual or alleged defect in any certificate delivered product sold or manufactured by the Company or any Seller pursuant Section 11.02 of the Subsidiaries on or in any other Seller Documentprior to the Closing Date but only to the extent that the liability with respect thereto exceeds the reserve therefor on the Final Closing Balance Sheet; provided, however, that the Buyer shall first assert any claims it may have with respect to such product for a reasonable period of time and to a reasonable extent against any manufacturer of products sold by the Company (1if not manufactured by the Company) such Purchaser Indemnified Party and that the Sellers shall have asserted its claim for indemnification in writing prior be subrogated to the expiration rights of the Buyer with respect to any applicable survival period specified such claim; (iv) any contractual product warranty claims arising out of defects in Section 13.01 and (2) no Purchaser Indemnified Party shall have received or gained actual knowledge from a third party of a breach or any product shipped by the inaccuracy of such representation or warranty, and failed to inform GAIF in writing of such breach or inaccuracy, Company on or prior to the date such representation or warranty was made; (b) any breach of any covenant or agreement made by any Seller in this Agreement provided, however, that, in the case of any Pre-Closing Covenant, such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior Date but only to the expiration of any applicable survival period specified in Section 13.01; (c) any claim relating to or arising from extent that the ownership and operation of any Aircraft (w) prior to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder, (x) liability with respect to any Accelerated A320 Aircraft, prior to thereto exceeds the delivery of such Aircraft under reserve therefor on the AXX Purchase Agreement, (y) with respect to any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (z) with respect to any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreement; or (d) any claim or assertion for broker’s or seller’s fees or expenses arising out of the transactions contemplated by this Agreement by a Person claiming to have been engaged by GAIF or any Seller or any of their respective Affiliates.Final Closing Balance Sheet;

Indemnity by the Sellers. From and after each Closing, the Sellers shall, in accordance with and subject Subject to the limitations limits set forth in this Article XIII§ 8.6, the Sellers, jointly and severally, agree to indemnify, defend and save Aircastle hold harmless Buyer and its Affiliates, and each other Purchaser of their respective directors, officers, shareholders, owners, agents and employees and each such Person’s successors and assigns (collectively, the “Buyer Indemnified Party harmless Parties”) from or against, for and against in respect of, any and all Losses sustained damages, losses, obligations, Liabilities, demands, judgments, injuries, fines, penalties, claims, actions or causes of action, costs, fees, and expenses (including, without limitation, reasonable attorneys’, experts’ and consultants’ fees and disbursements in connection with investigating, defending or settling any action or threatened action), and amounts paid in settlement ) (collectively, “Losses”) suffered, sustained, incurred or required to be paid by any Purchaser Buyer Indemnified Party resulting fromarising out of, based upon, in connection with or as a result of: (a) any breach, inaccuracy in or failure to be true and correct, breach of a any representation or warranty made by any either Seller in Article V of or pursuant to this Agreement, in any certificate delivered by any Seller pursuant Section 11.02 or in any other Seller Document; provided, however, that (1) such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01 and (2) no Purchaser Indemnified Party shall have received or gained actual knowledge from a third party of a breach or the inaccuracy of such representation or warranty, and failed to inform GAIF in writing of such breach or inaccuracy, on or prior to the date such representation or warranty was made; (b) any the non-fulfillment, non-performance or other breach of any covenant or agreement made to be performed by any either Seller in pursuant to this Agreement provided, however, that, in the case of or any Pre-Closing Covenant, such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01Transaction Document; (c) the Excluded Liabilities and any claim relating to other Liability of a Seller or arising from the ownership and operation any of any Aircraft (w) prior to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder, (x) with respect to any Accelerated A320 Aircraft, prior to the delivery of such Aircraft under the AXX Purchase Agreement, (y) with respect to any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (z) with respect to any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreementits Affiliates that is not an Assumed Liability; or (d) any claim arrangements or assertion for agreements made or alleged to have been made by either Seller with any broker’s , finder or seller’s fees or expenses arising out of other agent in connection with the transactions contemplated by this Agreement Agreement. The Buyer shall provide the Sellers written notice for any claim made in respect of the indemnification provided in this § 8.2, whether or not arising out of a claim by a Person claiming third party and the Sellers shall not be liable for such Loss to have been engaged by GAIF or any Seller or any the extent arising out of their respective Affiliatesthe Buyer’s failure to provide notice.

Indemnity by the Sellers. 9.2.1. From and after each the Closing, subject to the Sellers shallprovisions of this Section 9, each Seller shall indemnify, severally but not jointly pro rata in accordance with and subject proceeds allocable to the limitations such person, as set forth in this Article XIIIthe Allocation Schedule, indemnify, defend and save Aircastle the Buyer and each other Purchaser of its Affiliates and each of their respective Representatives, successors and assigns (collectively, the “Buyer Indemnified Party Parties”) and hold them harmless from and against any and all Losses sustained suffered or incurred by the Buyer Indemnified Parties to the extent arising from: (a) any Purchaser breach of any of the representations and warranties of the Company in Section ‎3; (b) any breach, or any failure to perform, any covenant or agreement in this Agreement (or in any certificate or other writing delivered by or on behalf of the Company pursuant hereto) that is required by its terms to be complied with or performed by the Company or any of its Subsidiaries prior to or at the Closing; (c) any D&O Indemnifiable Claims against any D&O Indemnified Party Person, including such claims that are threatened or alleged; (d) any Indemnified Taxes; provided, however, that notwithstanding anything to the contrary in this Agreement, (i) in no event will the Sellers have any liability or indemnification obligation with respect to the amount, availability, or use of any Tax assets of the Company or any of its Subsidiaries (including, but not limited to, carryovers of losses, deductions, or other Tax attributes or the Tax basis of the Company’s or Subsidiaries’ assets) in any taxable period beginning on or after the Closing Date that are attributable to Pre-Closing Tax Periods; and (ii) the Buyer Indemnified Parties shall not be entitled to any indemnification, and none of the Sellers will have any liability or obligation with respect to any indemnification, for or with respect to any Taxes or other costs that might arise or accrue to the Company, any Subsidiary, or any other Person by reason of, or in connection with, any election by or on behalf of the Company or any Subsidiary thereof pursuant to Sections 336(e) or 338 of the Code with respect to any transactions contemplated by this Agreement; or (e) any principal and unpaid interest for which the Company becomes liable under the PPP Loan Agreement that is not satisfied by the funds deposited at the Closing into the PPP Escrow Account. 9.2.2. From and after the Closing, subject to the provisions of this Section ‎ 9, each Seller shall indemnify, severally but not jointly, solely in respect of such Seller and not in respect of any other Seller, the Buyer Indemnified Parties and hold them harmless from and against any and all Losses suffered or incurred by the Buyer Indemnified Parties to the extent arising or resulting from: (a) any breach, or failure to be true breach of the representations and correct, warranties of a representation or warranty made by any such Seller (and not in Article V respect of this Agreement, in any certificate delivered by any Seller pursuant Section 11.02 or in any other Seller Document; provided, however, that (1Seller) such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01 and (2) no Purchaser Indemnified Party shall have received or gained actual knowledge from a third party of a breach or the inaccuracy of such representation or warranty, and failed to inform GAIF in writing of such breach or inaccuracy, on or prior to the date such representation or warranty was made;‎ 4; or (b) any breach of of, or any failure to perform, any covenant or agreement made by of such Seller (and not any Seller other Seller) in this Agreement provided, however, that, (or in the case any certificate or other writing delivered by or on behalf of any Pre-Closing Covenant, such Purchaser Indemnified Party Seller pursuant hereto); No Seller shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in obligations under Section 13.01; (c) any claim relating to or arising from the ownership and operation of any Aircraft (w) prior to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder, (x) 9.2.2 with respect to any Accelerated A320 Aircraft, prior to claims for Fraud unless the delivery of Seller knowingly participated in such Aircraft under the AXX Purchase Agreement, (y) with respect to any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (z) with respect to any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreement; or (d) any claim or assertion for broker’s or seller’s fees or expenses arising out of the transactions contemplated by this Agreement by a Person claiming to have been engaged by GAIF or any Seller or any of their respective AffiliatesFraud.

Indemnity by the Sellers. From and after each ClosingSubject to the provisions of Sections 12.3 through 12.9, the Sellers shall, in accordance with agree to indemnify and subject to hold the limitations set forth in this Article XIII, indemnify, defend Buyers and save Aircastle and each other Purchaser Indemnified Party their Affiliates harmless from and against with respect to any and all Losses sustained claims, liabilities, losses, damages, costs and expenses, including, without limitation, the reasonable fees and disbursements of counsel (collectively, the “Losses”), related to or incurred by arising directly or indirectly out of any Purchaser Indemnified Party resulting fromof the following: (a) any breach, or failure to be true and correct, breach of a any representation or warranty made by the Sellers in this Agreement (including, without limitation, any Seller material breach of any such representation or warranty based upon one or more facts or circumstances disclosed to the Buyer in Article V either of this Agreementthe Sellers’ Closing Certificates, in any certificate delivered by any Seller pursuant Section 11.02 or in any other Seller Document; providedprovided that, howeverif the Buyers consummate the Closing notwithstanding such disclosure, that (1) such Purchaser Indemnified Party the Buyer shall have asserted its claim for indemnification advised the Sellers in writing not less than five (5) business days prior to the expiration Closing (or such shorter period as may be reasonable if such disclosure is made to the Buyer less than five (5) business days prior to the Closing) of the Buyer’s belief that such facts or circumstances constitute a material breach of any applicable survival period specified in Section 13.01 and (2) no Purchaser Indemnified Party shall have received or gained actual knowledge from a third party of a breach or the inaccuracy of such representation or warrantywarranty and, and failed subject to inform GAIF Section 13.4, shall have given the Sellers a reasonable opportunity to cure such breach provided that such breach is reasonably capable of cure), or any breach by the Sellers of any covenant, obligation, or undertaking made by the Sellers in this Agreement or any other Acquisition Agreement (including, without limitation, any material breach of any such covenant based upon one or more facts or circumstances disclosed to the Buyer in either of the Sellers’ Closing Certificates, provided that, if the Buyer consummates the Closing notwithstanding such disclosure, the Buyer shall have advised the Sellers in writing not less than five (5) business days prior to the Closing (or such shorter period as may be reasonable if such disclosure is made to the Buyer less than five (5) business days prior to the Closing) of the Buyer’s belief that such facts or circumstances constitute a material breach of any such covenant and, subject to Section 13.4, shall have given the Sellers a reasonable opportunity to cure such breach provided that such breach is reasonably capable of cure). (b) the Excluded Liabilities, including, without limitation, the following: (i) any actual or inaccuracyalleged liability for Taxes of the Sellers, or for Taxes required to be paid by the Sellers pursuant to Section 9.4, other than as provided in Section 2.1(iii); or (ii) any claim, liability or obligation relating to any broker or finder retained or utilized by the Sellers or representing the Sellers in connection with the transactions contemplated by this Agreement. (c) any actual or alleged liability for death or injury to person or property, to the extent not covered by insurance, resulting from or arising out of the Seller’s operation of the Diagnostics Business, the ownership or operation by the Sellers of the Acquired Assets or the use or misuse of any product sold by the Sellers on or prior to the date such representation or warranty was made; (b) any breach of any covenant or agreement made by any Seller in this Agreement provided, however, that, in the case of any Pre-Closing Covenant, such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01; (c) any claim relating to or arising from the ownership and operation of any Aircraft (w) prior to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder, (x) with respect to any Accelerated A320 Aircraft, prior to the delivery of such Aircraft under the AXX Purchase Agreement, (y) with respect to any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (z) with respect to any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreement; or (d) any claim or assertion for broker’s or seller’s fees or expenses arising out of the transactions contemplated by this Agreement by a Person claiming to have been engaged by GAIF or any Seller or any of their respective AffiliatesDate.

Indemnity by the Sellers. From In the event of any registration under the Securities Act of any shares of Common Stock pursuant to this Agreement, each Seller severally shall: (i) indemnify and after hold harmless the Corporation, each Closingof its directors, each of its officers who have signed the Sellers shallregistration statement, in accordance with each other person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act, and subject to the limitations set forth in this Article XIII, indemnify, defend and save Aircastle each underwriter and each other Purchaser Indemnified Party harmless from and person, if any, who controls such underwriter within the meaning of Section 15 of the Securities Act against any and Claims to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such Claims (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Document, or arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein not misleading; and (ii) reimburse each indemnified party for all Losses sustained legal or other expenses reasonably incurred by it in connection with investigating or defending any Purchaser Indemnified Party resulting from: such Claim or action, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Seller (a) any breach, or failure to which consent shall not unreasonably be true and correct, of a representation or warranty made by any Seller in Article V of this Agreement, in any certificate delivered by any Seller pursuant Section 11.02 or in any other Seller Documentwithheld); provided, however, that (1) such Purchaser Indemnified Party indemnification or reimbursement shall have asserted its claim for indemnification in writing prior be payable only if, and to the expiration extent that, any Claim or expense arises out of or is based upon an untrue statement or omission made in any applicable survival period specified Registration Document in Section 13.01 reliance upon and (2) no Purchaser Indemnified Party shall have received or gained actual knowledge from a third party of a breach or in conformity with written information furnished to the inaccuracy Corporation through an instrument duly executed by the Seller specifically stating that it is for use in the preparation thereof; and provided further that the liability of such representation or warranty, and failed Seller shall be limited to inform GAIF in writing of such breach or inaccuracy, on or prior an amount equal to the date such representation or warranty was made; (b) any breach of any covenant or agreement made by any Seller in this Agreement provided, however, that, in the case of any Pre-Closing Covenant, such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01; (c) any claim relating to or arising from the ownership and operation of any Aircraft (w) prior to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder, (x) with respect to any Accelerated A320 Aircraft, prior to the delivery of such Aircraft under the AXX Purchase Agreement, (y) with respect to any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (z) with respect to any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreement; or (d) any claim or assertion for broker’s or seller’s fees or expenses arising out of the transactions contemplated by this Agreement by a Person claiming to have been engaged by GAIF or any Seller or any of their respective Affiliates.net

Indemnity by the Sellers. From In the event of any registration under the Securities Act of any shares of Common Stock pursuant to this Agreement, each Seller severally shall: (i) indemnify and after hold harmless the Corporation, each Closingof its directors, each of its officers who have signed the Sellers shallregistration statement, in accordance with each other person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act, and subject to the limitations set forth in this Article XIII, indemnify, defend and save Aircastle each underwriter and each other Purchaser Indemnified Party harmless from and person, if any, who controls such underwriter within the meaning of Section 15 of the Securities Act against any and Claims to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such Claims (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Document, or arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein not misleading; and (ii) reimburse each indemnified party for all Losses sustained legal or other expenses reasonably incurred by it in connection with investigating or defending any Purchaser Indemnified Party resulting from: such Claim or action, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Seller (a) any breach, or failure to which consent shall not unreasonably be true and correct, of a representation or warranty made by any Seller in Article V of this Agreement, in any certificate delivered by any Seller pursuant Section 11.02 or in any other Seller Documentwithheld); provided, however, that (1) such Purchaser Indemnified Party indemnification or reimbursement shall have asserted its claim for indemnification in writing prior be payable only if, and to the expiration extent that, any Claim or expense arises out of or is based upon an untrue statement or omission made in any applicable survival period specified Registration Document in Section 13.01 reliance upon and (2) no Purchaser Indemnified Party shall have received or gained actual knowledge from a third party of a breach or in conformity with written information furnished to the inaccuracy Corporation through an instrument duly executed by the Seller specifically stating that it is for use in the preparation thereof; and provided further that the liability of such representation or warranty, and failed Seller shall be limited to inform GAIF in writing of such breach or inaccuracy, on or prior an amount equal to the date net proceeds to such representation or warranty was made; (b) any breach Seller of any covenant or agreement made shares of Common Stock sold by any such Seller in this Agreement provided, however, that, in the case of any Pre-Closing Covenant, such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01; (c) any claim relating to or arising from the ownership and operation of any Aircraft (w) prior to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder, (x) with respect to any Accelerated A320 Aircraft, prior to the delivery of such Aircraft under the AXX Purchase Agreement, (y) with respect to any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (z) with respect to any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreement; or (d) any claim or assertion for broker’s or seller’s fees or expenses arising out of the transactions registration as contemplated by this Agreement by a Person claiming to have been engaged by GAIF or any Seller or any of their respective Affiliatesherein.