Common use of Scope, Survival, Etc Clause in Contracts

Scope, Survival, Etc. (1) Lessee shall be obligated under this Section 9 and Schedule 6 as a primary obligor irrespective of whether an Indemnified Party or Tax Indemnitee shall also be indemnified, guaranteed or insured with respect to the same matter under any of the Operative Documents or otherwise by any other Person, and such Indemnified Party or Tax Indemnitee may proceed directly against Lessee under this Section 9 and/or Schedule 6 without first resorting to any such other rights of indemnification, guarantee or insurance and without declaring this Lease Agreement to be in default or taking other action under any Operative Document. (2) All indemnities provided for in this Section 9 (except as provided in in Section 9.2(3)) and Schedule 6 (except as provided in Section 2(3) of Schedule 6) shall survive and remain in full force and effect, notwithstanding the expiration or termination of the Lease Term or of any Operative Documents (other than as provided in Section 2 of Part II of Schedule 3), the return of the Aircraft and the payment in full of all sums payable under the Operative Documents. (3) Lessee acknowledges that the Indemnified Parties and Tax Indemnitees, or any of them, may authorize Lessor, by notice in writing to Lessor and Lessee, to make claims and demands under any indemnity under any Operative Document on behalf of such Indemnified Parties and Tax Indemnitees, and Lessee shall be obligated to make all payments pursuant to any such indemnity to Lessor, to the extent claimed by Lessor on behalf of such Indemnified Parties and Tax Indemnitees (it being understood that Lessee is entitled to, and shall, conclusively rely upon the instructions of Lessor with respect to the payment of amounts owing to any Indemnified Party or Tax Indemnitee under the indemnities); provided that before any Indemnified Party or Tax Indemnitee authorizes Lessor to make such claims or demands, such indemnified person must agree in writing to be bound by Section 9.5 and 19.6 and Section 6 of Schedule 6. (4) Each Indemnified Party and Tax Indemnitee will give prompt written notice to Lessee of any liability of which such party has knowledge for which Lessee is, or may be, liable under Section 9.1 or Schedule 6 provided that failure to give such notice will not prejudice or otherwise affect any of the rights of the Indemnified Parties or Tax Indemnitees under Section 9.1 or Schedule 6 except to the extent Lessee’s rights to contest are prejudiced or any penalties or interest is incurred as a result of such failure. (5) Lessee shall provide the relevant Indemnified Party or Tax Indemnitee with such information not within the control of such Person, as is in Lessee’s control or is reasonably available to Lessee, which such Person may reasonably request and Lessee shall otherwise cooperate with and consult with such Person so as to enable such Person to defend any action, suit or proceeding brought against such Person for which Lessee is responsible under this Section 9 or Schedule 6. (6) Provided no Default shall have occurred and be continuing, Lessee shall, following such cooperation and consultation, have the right to assume and conduct, at its own expense, promptly and diligently, the defense of the relevant Indemnified Party with respect to a claim under Section 9.1, provided that the following shall have occurred (each to the satisfaction of Lessor): (a) Lessee shall have consulted, and shall continue to consult, with Lessor as to the appropriate defense and conduct thereof and shall only instruct and retain counsel reasonably acceptable to Lessor; (b) Lessee shall have confirmed in writing that any such amounts payable in relation to such claim, in the event Lessee’s defense is unsuccessful, are covered by the terms of this Section 9; (c) such defense shall not adversely affect the ability of the Insured Parties to claim under any Insurances; (d) Lessor shall be entitled, upon consultation with and prior written notice to Lessee, to terminate Lessee’s participation in the defense of any claim where an act, delay or omission of Lessee, or the conduct of such defense by Lessee, indicates (in any case, in the reasonable view of Lessor) that the interests of any Indemnified Party may be materially adversely prejudiced by Lessee’s continued defense of such claim; (e) such defense or any related proceedings do not involve any material risk of the sale, forfeiture or seizure of, or the creation of a material Lien on, the Aircraft; and (f) Lessee shall not enter into a settlement or other compromise on Lessor’s behalf with respect to any Expense without the relevant Indemnified Party’s prior written consent. The relevant Indemnified Party may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to this Section 9.5(6).

Scope, Survival, Etc. (1) Lessee shall will be obligated under this Section 9 and Schedule 6 5 as a primary obligor irrespective of whether an Indemnified Party a General Indemnitee or Tax Indemnitee shall will also be indemnified, guaranteed or insured with respect to the same matter under any of the Operative Documents or otherwise by any other Person, and such Indemnified Party General Indemnitee or Tax Indemnitee may proceed directly against Lessee under this Section 9 and/or Schedule 6 5 without first resorting to any such other rights of indemnification, guarantee or insurance and without declaring this Lease Agreement Lessee or any other Person to be in default or taking other action under any Operative Document. (2) All indemnities provided for in this Section 9 (except as provided in in Section 9.2(3)) and Schedule 6 (except as provided in Section 2(3) of Schedule 6) shall 5 will survive and remain in full LATAM Shared Terms 16 force and effect, notwithstanding the expiration or termination of the Lease Term or of any Operative Documents (other than as provided in Section 2 of Part II of Schedule 3)Documents, the return of the Aircraft and the payment in full of all sums payable under the Operative Documents. (3) Lessee acknowledges that the Indemnified Parties General Indemnitees and Tax Indemnitees, or any of them, may authorize Lessor, by notice in writing to Lessor and Lessee▇▇▇▇▇▇, to make claims and demands under any indemnity under any Operative Document on behalf of such Indemnified Parties General Indemnitees and Tax Indemnitees, and Lessee shall will be obligated to make all payments pursuant to any such indemnity to Lessor, to the extent claimed by Lessor on behalf of such Indemnified Parties General Indemnitees and Tax Indemnitees (it being understood that Lessee ▇▇▇▇▇▇ is entitled to, and shallwill, conclusively rely upon the instructions of Lessor with respect to the payment of amounts owing to any Indemnified Party General Indemnitee or Tax Indemnitee under the indemnities); provided that before any Indemnified Party or Tax Indemnitee authorizes Lessor to make such claims or demands, such indemnified person must agree in writing to be bound by Section 9.5 and 19.6 and Section 6 of Schedule 6. (4) Each Indemnified Party General Indemnitee and Tax Indemnitee will give prompt written notice to Lessee of any liability of which such party has knowledge for which Lessee is, or may be, liable under Section 9.1 or Schedule 6 5 provided that failure to give such notice will not prejudice or otherwise affect any of the rights of the Indemnified Parties General Indemnitees or Tax Indemnitees under Section 9.1 or Schedule 6 5 (except to the extent Lessee’s rights to contest are prejudiced that ▇▇▇▇▇▇'s, or any penalties such General Indemnitee's or interest is incurred as a result Tax Indemnitee's, successful defence of such failureclaim is precluded thereby). Lessor (and any relevant General Indemnitee and/or Tax Indemnitee) and Lessee shall then, at the cost and expense of the Lessee, consult with one another in good faith in order to determine what action (if any) may reasonably be taken to avoid or mitigate such any such claim or potential claim under this Section 9 or Schedule 5. (5) Lessee shall will provide the relevant Indemnified Party General Indemnitee or Tax Indemnitee with such information not within the control of such Person, as is in Lessee’s control or is reasonably available to Lessee, which such Person may reasonably request and Lessee shall will otherwise cooperate with and consult with such Person so as to enable such Person to defend any action, suit or proceeding brought against such Person for which Lessee is responsible under this Section 9 or Schedule 65, provided that nothing contained in this Section 9 will be deemed to require any such Person to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto. (6) Provided no Event of Default shall will have occurred and be continuing, Lessee shalland/or its insurers will, following such cooperation and consultation, have the right to assume and conduct, at its own ▇▇▇▇▇▇'s expense, promptly and diligently, the defense of the relevant Indemnified Party General Indemnitee with respect to a claim under Section 9.1, provided that the following shall will have occurred (each to the reasonable satisfaction of Lessor): (a) Lessee shall will have consulted, and shall will continue to consult, with Lessor as to the appropriate defense and conduct thereof and shall will only instruct and retain counsel reasonably acceptable to Lessor; (b) Lessee shall ▇▇▇▇▇▇ will have confirmed in writing that any such amounts payable in relation to such claim, in the event Lessee▇▇▇▇▇▇’s defense is unsuccessful, are covered by the terms of this Section 9; (c) the underwriters under the relevant Insurances will have confirmed in writing that such amounts payable in relation to such claim, in the event ▇▇▇▇▇▇’s defense is unsuccessful, are covered by such insurances or adequate provision, reasonably satisfactory to Lessor, shall not adversely affect the ability have been made by Lessee for payment of the Insured Parties to claim under any Insurances;such claim; LATAM Shared Terms 17 (d) Lessor shall will be entitled, upon consultation with and prior written notice to Lessee▇▇▇▇▇▇, to terminate Lessee▇▇▇▇▇▇’s participation in the defense of any claim where an act, delay or omission of Lessee, or the conduct of such defense by Lessee▇▇▇▇▇▇, indicates (in any case, in the reasonable view of Lessor) that the interests of any Indemnified Party may General Indemnitee are likely to be materially adversely prejudiced by Lessee▇▇▇▇▇▇’s continued defense of such claim; (e) such defense or any related proceedings do not involve any material risk of the sale, forfeiture or seizure of, or the creation of a material Lien on, the Aircraft; and (f) Lessee shall will not enter into a settlement or other compromise on Lessor’s behalf with respect to any Expense without the relevant Indemnified PartyGeneral Indemnitee’s prior written consent. The relevant Indemnified Party General Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to this Section 9.5(6).

Scope, Survival, Etc. (1) 9.5.1 Lessee shall be obligated under this Section 9 and Schedule 6 5 as a primary obligor irrespective of whether an Indemnified Party or Tax Indemnitee Airframe Manufacturer shall also be indemnified, guaranteed or insured with respect to the same matter under any of the Operative Documents or otherwise by any other Person, and such Indemnified Party or Tax Indemnitee Airframe Manufacturer may proceed directly against Lessee under this Section 9 and/or Schedule 6 5 without first resorting to any such other rights of indemnification, guarantee or insurance and without declaring this Lease Agreement to be in default or taking other action under any Operative Documentinsurance. (2) 9.5.2 All indemnities indemnities, obligations, adjustments and payments provided for in this Section 9 (except as provided in in Section 9.2(3)) and Schedule 6 (except as provided in Section 2(3) of Schedule 6) shall 5 shall, to the extent herein provided, survive and remain in full force and effect, notwithstanding the expiration or termination of the Lease Term or of this Lease Agreement or any other Operative Documents (other than as provided in Section 2 of Part II of Schedule 3), the return of the Aircraft and the payment in full of all sums payable under the Operative Documents. The obligations of Lessee in respect of all such indemnities, obligations, adjustments and payments are expressly made for the benefit of, and shall be enforceable by, the Indemnified Party or Airframe Manufacturer entitled thereto, without declaring this Lease Agreement to be in default or taking other action under this Lease Agreement or any other Operative Document. (3) 9.5.3 Lessee acknowledges that the Indemnified Parties and Tax IndemniteesParties, or any of them, may authorize Lessor, by notice in writing to Lessor and Lessee, to make claims and demands under any indemnity hereunder or under any other Operative Document on behalf of such Indemnified Parties and Tax IndemniteesParties, and Lessee shall be obligated to make all payments pursuant to any such indemnity to Lessor, to the extent claimed by Lessor on behalf of such Indemnified Parties and Tax Indemnitees (it being understood that Lessee is entitled to, and shall, conclusively rely upon the instructions of Lessor with respect to the payment of amounts owing to any Indemnified Party or Tax Indemnitee Airframe Manufacturer under the indemnities); provided that before any . 9.5.4 Each Indemnified Party or Tax Indemnitee authorizes Lessor to make such claims or demands, such indemnified person must agree in writing to be bound by Section 9.5 Airframe Manufacturer and 19.6 and Section 6 of Schedule 6. (4) Each Indemnified Party and Tax Indemnitee Lessee will give prompt written notice one to Lessee the other of any liability of which such party has knowledge for which Lessee is, or may be, liable under Section 9.1 or Schedule 6 9.1, provided that failure to Frontier Lease Agreement (MSN 28662) Execution Copy -44- give such notice will not prejudice or otherwise affect any of the rights of the Indemnified Parties or Tax Indemnitees under Section 9.1 or Schedule 6 except to the extent Lessee’s rights to contest are prejudiced or any penalties or interest is incurred as a result of such failure. (5) Lessee shall provide the relevant Indemnified Party or Tax Indemnitee with such information not within the control of such Person, as is in Lessee’s control or is reasonably available to Lessee, which such Person may reasonably request and Lessee shall otherwise cooperate with and consult with such Person so as to enable such Person to defend any action, suit or proceeding brought against such Person for which Lessee is responsible under this Section 9 or Schedule 6. (6) Provided no Default shall have occurred and be continuing, Lessee shall, following such cooperation and consultation, have the right to assume and conduct, at its own expense, promptly and diligently, the defense of the relevant Indemnified Party with respect to a claim under Section 9.1, provided that the following shall have occurred (each to the satisfaction of Lessor): (a) Lessee shall have consulted, and shall continue to consult, with Lessor as to the appropriate defense and conduct thereof and shall only instruct and retain counsel reasonably acceptable to Lessor; (b) Lessee shall have confirmed in writing that any such amounts payable in relation to such claim, in the event Lessee’s defense is unsuccessful, are covered by the terms of this Section 9; (c) such defense shall not adversely affect the ability of the Insured Parties to claim under any Insurances; (d) Lessor shall be entitled, upon consultation with and prior written notice to Lessee, to terminate Lessee’s participation in the defense of any claim where an act, delay or omission of Lessee, or the conduct of such defense by Lessee, indicates (in any case, in the reasonable view of Lessor) that the interests of any Indemnified Party may be materially adversely prejudiced by Lessee’s continued defense of such claim; (e) such defense or any related proceedings do not involve any material risk of the sale, forfeiture or seizure of, or the creation of a material Lien on, the Aircraft; and (f) Lessee shall not enter into a settlement or other compromise on Lessor’s behalf with respect to any Expense without the relevant Indemnified Party’s prior written consent. The relevant Indemnified Party may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to this Section 9.5(6).

Scope, Survival, Etc. (1) 9.5.1 Lessee shall be obligated under this Section 9 and Schedule 6 5 as a primary obligor irrespective of whether an Indemnified Party or Tax Indemnitee Airframe Manufacturer shall also be indemnified, guaranteed or insured with respect to the same matter under any of the Operative Documents or otherwise by any other Person, and such Indemnified Party or Tax Indemnitee Airframe Manufacturer may proceed directly against Lessee under this Section 9 and/or Schedule 6 5 without first resorting to any such other rights of indemnification, guarantee or insurance and without declaring this Lease Agreement to be in default or taking other action under any Operative Documentinsurance. (2) 9.5.2 All indemnities indemnities, obligations, adjustments and payments provided for in this Section 9 (except as provided in in Section 9.2(3)) and Schedule 6 (except as provided in Section 2(3) of Schedule 6) shall 5 shall, to the extent herein provided, survive and remain in full force and effect, notwithstanding the expiration or termination of the Lease Term or of this Lease Agreement or any other Operative Documents (other than as provided in Section 2 of Part II of Schedule 3), the return of the Aircraft and the payment in full of all sums payable under the Operative Documents. The obligations of Lessee in respect of all such indemnities, obligations, adjustments and payments are expressly made for the benefit of, and shall be enforceable by, the Indemnified Party or Airframe Manufacturer entitled thereto, without declaring this Lease Agreement to be in default or taking other action under this Lease Agreement or any other Operative Document. (3) 9.5.3 Lessee acknowledges that the Indemnified Parties and Tax IndemniteesParties, or any of them, may authorize Lessor, by notice in writing to Lessor and Lessee, to make claims and demands under any indemnity hereunder or under any other Operative Document on behalf of such Indemnified Parties and Tax IndemniteesParties, and Lessee shall be obligated to make all payments pursuant to any such indemnity to Lessor, to the extent claimed by Lessor on behalf of such Indemnified Parties and Tax Indemnitees (it being understood that Lessee is entitled to, and shall, conclusively rely upon the instructions of Lessor with respect to the payment of amounts owing to any Indemnified Party or Tax Indemnitee Airframe Manufacturer under the indemnities); provided that before any . 9.5.4 Each Indemnified Party or Tax Indemnitee authorizes Lessor to make such claims or demands, such indemnified person must agree in writing to be bound by Section 9.5 Airframe Manufacturer and 19.6 and Section 6 of Schedule 6. (4) Each Indemnified Party and Tax Indemnitee Lessee will give prompt written notice one to Lessee the other of any liability of which such party has knowledge for which Lessee is, or may be, liable under Section 9.1 or Schedule 6 9.1, provided that failure to Frontier Lease Agreement (MSN 28760) Execution Copy -44- give such notice will not prejudice or otherwise affect any of the rights of the Indemnified Parties or Tax Indemnitees under Section 9.1 or Schedule 6 except to the extent Lessee’s rights to contest are prejudiced or any penalties or interest is incurred as a result of such failure. (5) Lessee shall provide the relevant Indemnified Party or Tax Indemnitee with such information not within the control of such Person, as is in Lessee’s control or is reasonably available to Lessee, which such Person may reasonably request and Lessee shall otherwise cooperate with and consult with such Person so as to enable such Person to defend any action, suit or proceeding brought against such Person for which Lessee is responsible under this Section 9 or Schedule 6. (6) Provided no Default shall have occurred and be continuing, Lessee shall, following such cooperation and consultation, have the right to assume and conduct, at its own expense, promptly and diligently, the defense of the relevant Indemnified Party with respect to a claim under Section 9.1, provided that the following shall have occurred (each to the satisfaction of Lessor): (a) Lessee shall have consulted, and shall continue to consult, with Lessor as to the appropriate defense and conduct thereof and shall only instruct and retain counsel reasonably acceptable to Lessor; (b) Lessee shall have confirmed in writing that any such amounts payable in relation to such claim, in the event Lessee’s defense is unsuccessful, are covered by the terms of this Section 9; (c) such defense shall not adversely affect the ability of the Insured Parties to claim under any Insurances; (d) Lessor shall be entitled, upon consultation with and prior written notice to Lessee, to terminate Lessee’s participation in the defense of any claim where an act, delay or omission of Lessee, or the conduct of such defense by Lessee, indicates (in any case, in the reasonable view of Lessor) that the interests of any Indemnified Party may be materially adversely prejudiced by Lessee’s continued defense of such claim; (e) such defense or any related proceedings do not involve any material risk of the sale, forfeiture or seizure of, or the creation of a material Lien on, the Aircraft; and (f) Lessee shall not enter into a settlement or other compromise on Lessor’s behalf with respect to any Expense without the relevant Indemnified Party’s prior written consent. The relevant Indemnified Party may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to this Section 9.5(6).