Seller’s Indemnities. Seller shall indemnify, defend, save and keep harmless Purchaser and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, and employees (collectively, the “Purchaser Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Purchaser Indemnitee for the payment of, any and Indemnified Expenses imposed on, incurred by or asserted against any Purchaser Indemnitee to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Seller of any obligation, representation or warranty hereunder or (ii) prior to the date of Delivery of the first Aircraft hereunder, the ownership, possession, control, use, or operation of the Aircraft or any engine or part thereof or interest therein; provided, however, that such Indemnified Expenses are not attributable to the gross negligence or wilful misconduct of a Purchaser Indemnitee or the breach by Purchaser of any express warranty, representation or obligation hereunder.
Appears in 3 contracts
Samples: Aircraft Purchase Agreement, Aircraft Lease and Purchase Option Agreement (Erickson Air-Crane Inc), Aircraft Lease and Purchase Option Agreement (Erickson Air-Crane Inc)
Seller’s Indemnities. Seller shall indemnify, defendprotect, save and keep harmless Purchaser and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and employees suppliers (collectively, the “Purchaser Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Purchaser Indemnitee for the payment of, any and Indemnified Legal Expenses imposed on, incurred by or asserted against any Purchaser Indemnitee to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Seller of any obligation, representation or warranty hereunder or (ii) prior to the date of Delivery of the first Aircraft hereunderEffective Time, the ownership, possession, control, use, or operation of the Aircraft or any engine Engine or part Part thereof or interest therein; provided, however, that such Indemnified Legal Expenses are not attributable to the gross negligence or wilful misconduct of a Purchaser Indemnitee or the breach by Purchaser of any express warranty, representation or obligation hereunder.
Appears in 1 contract
Samples: Aircraft Purchase Agreement (Erickson Air-Crane Inc)