Common use of Purchasers Indemnities Clause in Contracts

Purchasers Indemnities. Purchaser shall indemnify, defend, save and keep harmless Seller and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, and employees, including, without limitation, those persons engaged in any crew provisioning (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all Indemnified Expenses imposed on, incurred by or asserted against any Seller Indemnitee to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any obligation, representation or warranty hereunder, or (ii) from and after the date of Delivery of the first Aircraft hereunder, the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Aircraft or any engine or part thereof or interest therein, whether by Seller, Purchaser or any other person or party; provided, however, that such Indemnified Expenses are not attributable to the gross negligence or wilful misconduct of a Seller Indemnitee or the breach by Seller of any express warranty, representation or obligation hereunder. Purchaser shall indemnify, defend and hold harmless each of the Seller Indemnitees (and each of their respective successors and assigns) from and against all Indemnified Expenses arising from (i) the death of or injury to any employee, agent, representative or contractor of Purchaser or (ii) the loss of or damage to any property of Purchaser or any employee, agent, representative or contractor of Purchaser, in connection with or arising out of any activity of Purchaser or any employee, agent, representative or contractor of Purchaser, including, without limitation, with respect to any acceptance flight, demonstration flight, monitoring or inspection of the Aircraft and the correction of any non-conformities whether or not arising from the negligence of any such indemnified person.

Purchasers Indemnities. Purchaser shall indemnify, defendprotect, save and keep harmless Seller and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, and employees, includingmembers, without limitationpartners, those persons engaged in any crew provisioning contractors subcontractors, and suppliers (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all Indemnified Legal Expenses imposed on, incurred by or asserted against any Seller Indemnitee to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any obligation, representation or warranty hereunder, . or (ii) from and after the date of Delivery of the first Aircraft hereunderEffective Time, the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Aircraft or any engine Engine or part Part thereof or interest therein, whether by Seller, Purchaser or any other person or party; provided, however, that such Indemnified Legal Expenses are not attributable to the gross negligence or wilful misconduct of a Seller Indemnitee or the breach by Seller of any express warranty, representation or obligation hereunder. Purchaser shall indemnify, defend indemnify and hold harmless each of the Seller Indemnitees (and each of their respective successors successors, assigns, affiliates, and assignstheir respective officers, directors, shareholders, members, partners, employees, agents, contractors and subcontractors) from and against all Indemnified Legal Expenses arising from (i) the death of or injury to any employee, agent, representative or contractor of Purchaser or (ii) the loss of or damage to any property of Purchaser or any employee, agent, representative or contractor of Purchaser, in connection with or arising out of any activity of Purchaser or any employee, agent, representative or contractor of Purchaser, including, without limitation, with respect to any acceptance flight, demonstration flightmonitoring, monitoring or inspection of the Aircraft and the correction of any non-conformities Aircraft, whether or not arising from the negligence (whether active or passive) of any such indemnified person.

Purchasers Indemnities. From and after the Closing, Purchaser shall indemnifyassume liability for and fully protect, defend, save indemnify and keep harmless defend Seller and each of its respective successors, assigns, and affiliates, and each of their respective as well as the directors, officers, directors, shareholders, agents, agents and employees, including, without limitation, those persons engaged in any crew provisioning employees of each (collectively, the “"Seller Indemnitees”Group") for, and hold them harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all Indemnified Expenses imposed onexpenses, incurred by or asserted against any Seller Indemnitee to the extent claims, losses, damages, demands, suits and liabilities including attorneys' fees and costs of litigation of every kind (collectively, "Claims"), including without limitation those relating to injury to or death of persons, compliance with express and implied terms of any agreements to which the Properties may be subject and damage to or loss of property, (a) arising out of or connected directly or indirectly out with ownership or operation of the Properties, accruing on or in after the Effective Date, REGARDLESS OF THE CAUSE OR OF THE NEGLIGENT ACT OR OMISSION OR STRICT LIABILITY OF SELLER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, (b) resulting from any way connected with (i) the misrepresentation, breach by Purchaser of warranty or nonfulfillment of any obligation, representation covenant or warranty agreement on the part of Purchaser hereunder, or and/or (iic) resulting from any draw that is made against Seller's letter of credit described in Section 3.07 above after Closing and after prior to the date release of Delivery such letter of credit and which creates a reimbursement obligation against Seller. Notwithstanding any provision contained in this Agreement to the first Aircraft hereunder, the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Aircraft or any engine or part thereof or interest therein, whether by Sellercontrary, Purchaser or any other person or party; providedshall assume liability for and fully protect, however, that such Indemnified Expenses are not attributable to the gross negligence or wilful misconduct of a Seller Indemnitee or the breach by Seller of any express warranty, representation or obligation hereunder. Purchaser shall indemnify, defend and hold Seller Group harmless each against any and all costs and liabilities relating to the plugging and abandonment of any and all wells and platforms on the Properties. Purchaser shall xxxxxe liability for and fully protect, indemnify, defend and hold Seller Group harmless against any and all Claims for pollution and/or environmental damage of any kind and any fines or penalties assessed on account of such damage, caused by, arising out of, or in any way incidental to ownership or operation of the Properties if asserted on or subsequent to the Effective Date, EVEN IF ARISING FROM EVENTS OCCURRING OR CONDITIONS EXISTING PRIOR TO THE EFFECTIVE DATE AND REGARDLESS OF WHETHER OR NOT ARISING FROM, INCIDENTAL TO OR THE RESULT OF SELLER'S NEGLIGENCE OR FAULT IMPOSED BY LAW (WHETHER COMMON OR STATUTORY), RULE OR REGULATION OR STRICT LIABILITY OF SELLER, ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES. Purchaser shall further assume liability for and fully protect, indemnify, defend and hold Seller Indemnitees (Group harmless against any and each of their respective successors all costs and assigns) from and against all Indemnified Expenses arising from (i) the death of or injury to any employee, agent, representative or contractor of Purchaser or (ii) the loss of or damage to any property of Purchaser or any employee, agent, representative or contractor of Purchaser, in connection with or arising out of any activity of Purchaser or any employee, agent, representative or contractor of Purchaser, including, without limitation, with respect to any acceptance flight, demonstration flight, monitoring or inspection of the Aircraft and the correction of any non-conformities whether or not liabilities arising from the negligence failure of any party to an Exploration and Development Agreement, Operating Agreement or other agreement relating to any of the Properties to consent to the assignment of Seller's interests in such indemnified personProperties to Purchaser, but only to the extent that such Exploration and Development Agreement, Operating Agreement or other agreement provides that Seller shall have continuing obligations thereunder absent such consent.

Purchasers Indemnities. Purchaser shall indemnify, defendprotect, save and keep harmless Seller and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and employeessuppliers, including, without limitation, those persons engaged in any crew provisioning Crew Provisioning (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all Indemnified Legal Expenses imposed on, incurred by or asserted against any Seller Indemnitee to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any obligation, representation or warranty hereunder, . or (ii) from and after the date of Delivery of the first Aircraft hereunderEffective Time, the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Aircraft or any engine Engine or part Part thereof or interest therein, whether by Seller, Purchaser or any other person or party; provided, however, that such Indemnified Legal Expenses are not attributable to the gross negligence or wilful misconduct of a Seller Indemnitee or the breach by Seller of any express warranty, representation or obligation hereunder. Purchaser shall indemnify, defend indemnify and hold harmless each of the Seller Indemnitees (and each of their respective successors successors, assigns, affiliates, and assignstheir respective officers, directors, shareholders, members, partners, employees, agents, contractors and subcontractors) from and against all Indemnified Legal Expenses arising from (i) the death of or injury to any employee, agent, representative or contractor of Purchaser or (ii) the loss of or damage to any property of Purchaser or any employee, agent, representative or contractor of Purchaser, in connection with or arising out of any activity of Purchaser or any employee, agent, representative or contractor of Purchaser, including, without limitation, with respect to any acceptance flight, demonstration flight, monitoring or inspection of the Aircraft and the correction of any non-conformities whether or not arising from the negligence (whether active or passive) of any such indemnified person.

Purchasers Indemnities. Purchaser shall indemnify, defend, save and keep harmless Seller and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, and employees, including, without limitation, those persons engaged in any crew provisioning (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all Indemnified Expenses imposed on, incurred by or asserted against any Seller Indemnitee to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any obligation, representation or warranty hereunder, or (ii) from and after the date of Delivery of the first Aircraft hereunder, the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Aircraft or any engine or part thereof or interest therein, whether by Seller, Purchaser or any other person or party; provided, however, that such Indemnified Expenses are not attributable to the gross negligence or wilful misconduct of a Seller Indemnitee or the breach by Seller of any express warranty, representation or obligation hereunder. Purchaser shall indemnify, defend and hold harmless each of the Seller Indemnitees (and each of their respective successors and assigns) from and against all Indemnified Expenses arising from (i) the death of or injury to any employee, agent, representative or contractor of Purchaser or (ii) the loss of or damage to any property of Purchaser or any employee, agent, representative or contractor of Purchaser, in connection with or arising out of any activity of Purchaser or any employee, agent, representative or contractor of Purchaser, including, without limitation, with respect to any acceptance flight, demonstration flight, monitoring or inspection of the Aircraft and the correction of any non-conformities whether or not arising from the negligence of any such indemnified person.