Seller’s Indemnities. The Seller shall, except in the case of gross negligence or willful misconduct of the Buyer or Buyer’s directors, officers, agents and/or employees, be solely liable for and shall indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from: (a) claims for injuries to, or death of, the directors, officers, agents or employees of the Seller or its Subsidiaries, or loss of, or damage to, property of the Seller or its Subsidiaries or their respective employees when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and (b) claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to the inspection provided in Clause 6 or the Technical Acceptance Flights provided in Clause 8.
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Samples: Purchase Agreement (Avianca Holdings S.A.), Purchase Agreement (Avianca Holdings S.A.), Purchase Agreement (Avianca Holdings S.A.)
Seller’s Indemnities. The Seller shall, except in the case of gross negligence or willful misconduct of the Buyer or Buyer’s directors, officers, agents and/or employees, be solely liable for and shall indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from:
(a) claims for injuries to, or death of, the directors, officers, agents or employees of the Seller or its Subsidiaries[***], or loss of, or damage to, property of the Seller or its Subsidiaries or their respective [***] employees when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and
(b) claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to the inspection provided in Clause 6 or the Technical Acceptance Flights provided in Clause 8.[***]
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