Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, AND (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.

Seller’s Indemnity. THE SELLER WILL SELLERS AGREE TO RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORSTHE GENERAL PARTNER, AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTS, OFFICERS, AGENTS DIRECTORS, EMPLOYEES, REPRESENTATIVES AND EMPLOYEES CONTRACTORS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS FROM AND AGAINST ALL LIABILITIESCLAIMS, LOSSES, COSTS, DEMANDS, DAMAGES, LOSSESSUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES , WHICH IN ANY WAY ARISE OUT OF OR ARE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) FOR ALL INJURIES TO AND DEATHS THE PERFORMANCE OR SUBJECT MATTER OF PERSONS THIS AGREEMENT, (EXCEPTING INJURIES TO AND DEATHS II) THE PERFORMANCE OF THE BUYER'S REPRESENTATIVES PARTICIPATING SERVICES IN SECTION 4.1, (III) THE BREACH BY SELLERS OF ANY GROUND TERMS OF THIS AGREEMENT, OR FLIGHT TESTS UNDER (IV) THE INGRESS, EGRESS OR PRESENCE ON ANY PREMISES, WHETHER LAND, BUILDINGS, OR OTHERWISE, IN CONJUNCTION WITH THIS CLAUSE 8) AGREEMENT (COLLECTIVELY, THE "CLAIMS"), INCLUDING CLAIMS DUE TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER OR ITS REPRESENTATIVES, AND (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYERGROUP'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR OWN GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVESOR WILFUL MISCONDUCT.

Seller’s Indemnity. THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OR DEATH OF THE BUYER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND TESTS, CHECKOUTS OR FLIGHT TESTS INSPECTIONS OR CONTROLS UNDER THIS CLAUSE 8) 7) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, AND (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), ) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND SUCH TESTS, CHECKOUTS, INSPECTIONS OR FLIGHT TESTS CONTROLS UNDER THIS CLAUSE 87. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.

Seller’s Indemnity. THE SELLER WILL Subject to the further provisions below, Seller shall DEFEND, INDEMNIFY AND HOLD Buyer, its affiliates, and its/their directors, officers, employees, contractors, and representatives (which additional parties, together with Buyer, are hereinafter collectively referred to as the “Buyer Parties”) HARMLESS THE BUYERfrom and against any and all Claims arising from, ITS DIRECTORSout of or in connection with, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSESor otherwise relating to: (Ii) FOR ALL INJURIES TO AND DEATHS OF PERSONS any inaccuracy of any representation or warranty of Seller set forth in this Agreement; (EXCEPTING INJURIES TO AND DEATHS OF ii) the Excluded Assets; (iii) the Retained Obligations (as defined below and only to the extent of the applicable retention period) expressly excluding, however, matters assumed, indemnified against and waived by Buyer pursuant to Sections 7.6, 7.7 and 7.8 below; and (iv) Seller’s breach of, or failure to perform or satisfy, any of its covenants and obligations hereunder. THE BUYER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS INDEMNITIES UNDER THIS CLAUSE 8) SECTION 3.3(b) ARE INTENDED TO APPLY REGARDLESS OF WHETHER ATTRIBUTABLE (IN WHOLE OR IN PART TO) THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, LIABILITY WITHOUT FAULT, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER FAULT OR RESPONSIBILITY OF SELLER, BUYER OR ANY OTHER PERSON OR PARTY, EXCEPT TO THE EXTENT CAUSED BY THE BUYER GROSS NEGLIGENCE OR ITS REPRESENTATIVES, AND WILLFUL MISCONDUCT OF BUYER. Seller shall not be liable to the Buyer Parties under clause 3.3(b)(i) (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVESother than with regard to representations set forth in Sections 5.1(a), CAUSED BY THE BUYER OR ITS REPRESENTATIVES5.1(b), ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 85.1(c), 5.1(d), 5.1(e), 5.1(f) and 5.1(g)) or clause 3.3(b)(iv) of this Section 3.3(b) with respect to any Claim unless (i) the amount of the Claim resulting from any separate fact, condition or event that constitutes a Claim is in excess of $35,000 (the “Individual Indemnification Threshold”) and (ii) the aggregate amount of all Claims by Buyer under this Agreement meeting the Individual Indemnification Threshold exceeds one and one-half percent (1.5%) of the Purchase Price under this Agreement (the “Aggregate Indemnification Threshold”). THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIESNotwithstanding anything herein to the contrary, DAMAGESthe cumulative obligation of Seller to Buyer Parties under clause 3.3(b)(i) (other than with regard to representations set forth in Sections 5.1(a), LOSSES5.1(b), COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES5.1(c), 5.1(d), 5.1(e), 5.1(f) or 5.1(g)) will be limited to twenty five percent (25%) of the Purchase Price (the “Indemnity Amount”). Seller’s obligation to indemnify the Buyer Parties pursuant to 3.3(b)(i) shall survive twelve (12) months after the Closing Date; provided, however Seller’s obligation to indemnify Buyer with respect to breaches of Seller’s representations and warranties in Sections 5.1(a), 5.1(b), 5.1(c), 5.1(d) 5.1(e), 5.1(f) and 5.1(g) shall survive the Closing forever; Seller’s obligation to indemnify the Buyer Parties for the Retained Obligations shall survive Closing for the period of time which the applicable Retained Obligation is retained by Seller pursuant to Section 3.4; and Seller’s obligation to indemnify the Buyer Parties pursuant to clause 3.3(b)(ii) of this Section 3.3(b) shall survive indefinitely. Seller’s obligation to indemnify Buyer Parties pursuant to clause 3.3(b)(iv) of this Section 3.3(b) shall survive two (2) years after the Closing Date (as applicable, the “Closing Period Termination Date”). The foregoing will not limit the rights of Buyer Parties to proceed against the Seller as provided herein after the Closing Period Termination Date with respect to Claims for which a Buyer Party has provided notice to Seller as provided in Section 3.3(d). Seller’s indemnity obligations shall, in each case, survive with respect to any indemnity claim asserted by Buyer prior to the expiration of the relevant Closing Period Termination Date.

Seller’s Indemnity. THE SELLER WILL SHALL INDEMNIFY AND HOLD HARMLESS THE BUYER AND BUYER, ITS 'S DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSSES, COSTS, EXPENSES, LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, SETTLEMENTS AND JUDGMENTS OF EVERY NATURE, INCLUDING THE COSTS AND EXPENSES ASSOCIATED THEREWITH AND REASONABLE ATTORNEYS' AND WITNESS FEES INCURRED ("BUYER'S DAMAGES") WHICH ARISE OUT OF (A) THE BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY MADE BY SELLER IN THIS AGREEMENT, OR ANY THIRD-PARTY ALLEGATION THEREOF; (B) THE NON-PERFORMANCE, PARTIAL OR TOTAL, OF ANY COVENANT MADE BY SELLER IN THIS AGREEMENT, OR ANY THIRD-PARTY ALLEGATION THEREOF; (C) THE CONDUCT OF THE MUSIC BUSINESS BY SELLER PRIOR TO THE CLOSING; OR (D) ANY OTHER LIABILITY OR OBLIGATION OF SELLER THAT IS NOT SPECIFICALLY INCLUDED IN THE ASSUMED OBLIGATIONS. BUYER'S INDEMNITY. BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER AND SELLER'S DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, COSTS, EXPENSES, LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, SETTLEMENTS AND JUDGMENTS OF EVERY NATURE, INCLUDING THE COSTS AND EXPENSES ASSOCIATED THEREWITH AND REASONABLE ATTORNEYS' AND WITNESS FEES INCURRED ("SELLER'S DAMAGES" AND WHEN USED TOGETHER WITH OR IN THE ALTERNATIVE TO BUYER'S DAMAGES, LOSSES"DAMAGES"), COSTS AND EXPENSES WHICH ARISE OUT OF (IA) FOR ALL INJURIES THE BREACH BY BUYER OF ANY REPRESENTATION OR WARRANTY MADE BY BUYER IN THIS AGREEMENT; (B) THE NON-PERFORMANCE, PARTIAL OR TOTAL, OF ANY COVENANT MADE BY BUYER IN THIS AGREEMENT; OR ANY THIRD PARTY ALLEGATION THEREOF OR (C) EVENTS ARISING IN THE MUSIC BUSINESS OF SELLER TRANSFERRED TO AND DEATHS OF PERSONS BUYER AFTER THE CLOSING NOT DIRECTLY RELATED TO EVENTS OCCURRING PRIOR TO THE CLOSING. LIMITATION ON INDEMNITY. EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER SHALL BE LIMITED TO ONE MILLION DOLLARS (EXCEPTING INJURIES $1,000,000), EXCEPT WITH RESPECT TO AND DEATHS BREACHES BY SELLER OF THE BUYERREPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 5.3, 5.4 AND/OR 5.6 (AS TO WHICH BREACHES SELLER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS LIABILITY SHALL BE UNLIMITED). ESCROWED FUNDS SHALL NOT BE USED BY EITHER PARTY TO SATISFY ITS RESPECTIVE INDEMNIFICATION OBLIGATIONS. EACH PARTY'S RIGHT TO SEEK INDEMNIFICATION FROM THE OTHER PARTY WITH RESPECT TO CUSTOMER CONTRACTS SHALL TERMINATE ONE YEAR AFTER THE CLOSING DATE, AND EACH PARTY'S RIGHT TO SEEK INDEMNIFICATION FROM THE OTHER PARTY WITH RESPECT TO DESIGNATED CUSTOMER CONTRACTS SHALL TERMINATE ONE YEAR AFTER THE ADJUSTMENT DATE. PROCEDURE. ALL CLAIMS FOR INDEMNIFICATION BY A PARTY UNDER THIS CLAUSE 8) CAUSED BY SECTION 12 (THE BUYER OR ITS REPRESENTATIVESPARTY CLAIMING INDEMNIFICATION AND THE PARTY AGAINST WHOM SUCH CLAIMS ARE ASSERTED BEING HEREINAFTER CALLED THE "INDEMNIFIED PARTY" AND THE "INDEMNIFYING PARTY", AND RESPECTIVELY) SHALL BE ASSERTED AND RESOLVED AS FOLLOWS: In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, such Indemnified Party shall, promptly but in any event within 30 days of the receipt thereof, give notice (IIthe "Claim Notice") FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVESto the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible, which estimate shall not be binding upon the Indemnifying Party in its effort to collect the final amount of such claim or demand. To the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such claims or action shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in this Section 12, but only to the extent of the actual loss incurred, and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwise than under this Section 12. In any case, if any such actions shall be brought against the Indemnified Party and the Indemnified Party shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume such defense by written notice to the Indemnified Party within 15 days of a request from the Indemnified Party to the Indemnifying Party asking if it intends to assume such defense, the Indemnified Party shall, in its sole discretion, conduct such defense with counsel of its choice. If the Indemnifying Party assumes the defense, the Indemnified Party shall be entitled to participate in the defense at its expense. The settlement of any claim hereunder by the Indemnifying Party may only be made upon the prior approval by the Indemnified Party of the terms of the settlement, which approval shall not be unreasonably withheld. If the Indemnifying Party has assumed the defense of a claim in accordance with this Section 12.3(a), CAUSED BY THE BUYER OR ITS REPRESENTATIVESthe Indemnified Party shall not settle the claim except with the written consent of the Indemnifying Party or upon the waiver of any claim for indemnity hereunder with respect to such claim. If requested by the Indemnifying Party, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8the Indemnified Party agrees, at the Indemnifying Party's expense, to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand that the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the third party claim or demand, or any cross-complaint against any Person other than an affiliate of the Indemnified Party. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIESIf any Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, DAMAGESthe Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party disputes such claim, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVESsuch dispute shall be resolved in accordance with Section 15.11.

Seller’s Indemnity. SUBJECT TO THE TERMS AND CONDITIONS OF THIS ------------------ ARTICLE XV, SELLER WILL INDEMNIFY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, SOUTHEAST AND THE PARTNERSHIP), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OFFICERSAFFILIATES, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP"), FROM AND AGAINST ANY AND ALL LIABILITIESDAMAGES ASSERTED AGAINST, DAMAGESRESULTING TO, LOSSESIMPOSED UPON, COSTS AND EXPENSES OR INCURRED BY THE BUYER GROUP, DIRECTLY OR INDIRECTLY, BY REASON OF OR RESULTING FROM OR RELATING TO (I) ANY BREACH BY SELLER (FOR ALL INJURIES TO AND DEATHS WHICH SELLER SHALL BE RESPONSIBLE) OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVESAGREEMENT, AND (II) ANY LIABILITIES OF SOUTHEAST AND THE PARTNERSHIP WHICH ARE UNRELATED TO THE OPERATING ASSETS, (III) ANY LIABILITIES OF SOUTHEAST AND SOUTHEAST'S INTEREST IN THE PARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, AND (IV) ANY LOSS EXISTING LIABILITIES OF OR DAMAGE SOUTHEAST AND SOUTHEAST'S INTEREST IN THE PARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO PROPERTY (EXCEPTING LOSS THE PERIOD OF OR DAMAGE TIME PRIOR TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVESCLOSING.

Seller’s Indemnity. THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSESEXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) (I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND OR DEATHS OF THE BUYERSELLER'S SAID REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS PROVIDING THE SERVICES UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ANDCLAUSE, (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYERSELLER'S SAID REPRESENTATIVES), CAUSED BY AND (III) TO THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES EXTENT ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER'S SAID REPRESENTATIVES IN CONNNECTION WITH THE SERVICES PROVIDED UNDER THIS CLAUSE.. WITH RESPECT TO SUB-CLAUSES (I) AND (II) OF THE PRECEDING SENTENCE, THE SELLER WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE BUYER TO THE EXTENT THE SELLER'S LIABILITIES, DAMAGES, LOSSES, COSTS C.I.T. Leasing Corporation A320 NEO Family Purchase Agreement July 2011 81 OR EXPENSES ARISE FROM THE BUYER'S SAID REPRESENTATIVESWILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Seller’s Indemnity. SUBJECT TO THE TERMS AND CONDITIONS OF THIS ------------------ ARTICLE XV, SELLER WILL INDEMNIFY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, RESERVES LLC AND THE PARTNERSHIP), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OFFICERSAFFILIATES, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP"), FROM AND AGAINST ANY AND ALL LIABILITIESDAMAGES ASSERTED AGAINST, DAMAGESRESULTING TO, LOSSESIMPOSED UPON, COSTS AND EXPENSES OR INCURRED BY THE BUYER GROUP, DIRECTLY OR INDIRECTLY, BY REASON OF OR RESULTING FROM OR RELATING TO (I) ANY BREACH BY SELLER (FOR ALL INJURIES TO AND DEATHS WHICH SELLER SHALL BE RESPONSIBLE) OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVESAGREEMENT, AND (II) ANY LIABILITIES OF RESERVES LLC AND THE PARTNERSHIP WHICH ARE UNRELATED TO THE OPERATING ASSETS, (III) ANY LIABILITIES OF RESERVES LLC AND RESERVES LLC'S INTEREST IN THE PARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, AND (IV) ANY LOSS EXISTING LIABILITIES OF OR DAMAGE RESERVES LLC AND RESERVES LLC'S INTEREST IN THE PARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO PROPERTY (EXCEPTING LOSS THE PERIOD OF OR DAMAGE TIME PRIOR TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVESCLOSING.

Seller’s Indemnity. THE SELLER WILL INDEMNIFY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYERBUYER AND EACH OF ITS PARTNERS, ITS DIRECTORSSHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, OFFICERS, AGENTS DIRECTORS AND EMPLOYEES REPRESENTATIVES (“BUYER INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIESCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, DAMAGESRELATED TO, LOSSES, COSTS AND EXPENSES ATTRIBUTABLE TO OR ARISING OUT OF (I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVESRETAINED OBLIGATIONS, AND (II) FOR ANY LOSS SELLER’S BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3, OR DAMAGE TO PROPERTY (EXCEPTING LOSS III) SELLER’S BREACH OF OR DAMAGE TO PROPERTY ITS COVENANTS CONTAINED IN THIS AGREEMENT. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, NEGLIGENCE OR STRICT, PRE-EXISTING OR OTHER LIABILITY ON THE PART OF BUYER'S SAID REPRESENTATIVES). ADDITIONALLY, CAUSED THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION THIS SECTION SHALL APPLY REGARDLESS OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY NATURE OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIESOBLIGATIONS OF BUYER, DAMAGESBE THEY IN TORT, LOSSESCONTRACT, COSTS QUASI-CONTRACT, STATUTORY OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVESOTHERWISE.

Seller’s Indemnity. (a) SUBJECT TO THE TERMS AND CONDITIONS OF THIS ARTICLE XV, SELLER WILL INDEMNIFY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, THE SUBSIDIARIES AND THE PARTNERSHIP), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OFFICERSAFFILIATES, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP"), FROM AND AGAINST ANY AND ALL LIABILITIESDAMAGES ASSERTED AGAINST, DAMAGESRESULTING TO, LOSSESIMPOSED UPON, COSTS AND EXPENSES OR INCURRED BY THE BUYER GROUP, DIRECTLY OR INDIRECTLY, BY REASON OF OR RESULTING FROM OR RELATING TO (I) ANY BREACH BY SELLER (FOR ALL INJURIES TO AND DEATHS WHICH SELLER SHALL BE RESPONSIBLE) OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVESAGREEMENT, AND (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY LIABILITIES OF THE BUYER'S SAID REPRESENTATIVES)SUBSIDIARIES AND THE PARTNERSHIP WHICH ARE UNRELATED TO THE OPERATING ASSETS, CAUSED (III) ANY LIABILITIES OF THE SUBSIDIARIES AND THE PARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, AND (IV) ANY EXISTING LIABILITIES OF THE SUBSIDIARIES AND THE PARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO THE PERIOD OF TIME PRIOR TO CLOSING. (b) SELLER HEREBY AGREES TO AND DOES INDEMNIFY, DEFEND AND HOLD HARMLESS E&P BUYER AND PIPELINE BUYER FROM AND AGAINST ANY DAMAGES RESULTING FROM CLAIMS BY THE BUYER COASTAL AND/OR ITS REPRESENTATIVES, ASSIGNS RELATING TO ANY ADVERSE TAX CONSEQUENCES TO COASTAL AND/OR ITS ASSIGNS ARISING OUT OF OR IN CONNECTION WITH THE OPERATION AS A RESULT OF THE AIRCRAFT DURING ANY GROUND TRANSACTIONS AND/OR FLIGHT TESTS UNDER THIS CLAUSE 8THE TRANSACTIONS OCCURRING PURSUANT TO THE LLC PURCHASE AGREEMENTS. 16. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.CHANGES TO ARTICLE XVI,

Seller’s Indemnity. SUBJECT TO THE TERMS AND CONDITIONS OF THIS ------------------ ARTICLE XV, SELLER WILL INDEMNIFY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, GRANDE AND THE PARTNERSHIP), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OFFICERSAFFILIATES, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP"), FROM AND AGAINST ANY AND ALL LIABILITIESDAMAGES ASSERTED AGAINST, DAMAGESRESULTING TO, LOSSESIMPOSED UPON, COSTS AND EXPENSES OR INCURRED BY THE BUYER GROUP, DIRECTLY OR INDIRECTLY, BY REASON OF OR RESULTING FROM OR RELATING TO (I) ANY BREACH BY SELLER (FOR ALL INJURIES TO AND DEATHS WHICH SELLER SHALL BE RESPONSIBLE) OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVESAGREEMENT, AND (II) ANY LIABILITIES OF GRANDE AND THE PARTNERSHIP WHICH ARE UNRELATED TO THE OPERATING ASSETS, (III) ANY LIABILITIES OF GRANDE AND GRANDE'S INTEREST IN THE PARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, AND (IV) ANY LOSS EXISTING LIABILITIES OF OR DAMAGE GRANDE AND GRANDE'S INTEREST IN THE PARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO PROPERTY (EXCEPTING LOSS THE PERIOD OF OR DAMAGE TIME PRIOR TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVESCLOSING.

Seller’s Indemnity. (a) SUBJECT TO THE TERMS AND CONDITIONS OF THIS ARTICLE XV, SELLER WILL INDEMNIFY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, THE SUBSIDIARIES AND THE PARTNERSHIP), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OFFICERSAFFILIATES, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP"), FROM AND AGAINST ANY AND ALL LIABILITIESDAMAGES ASSERTED AGAINST, DAMAGESRESULTING TO, LOSSESIMPOSED UPON, COSTS AND EXPENSES OR INCURRED BY THE BUYER GROUP, DIRECTLY OR INDIRECTLY, BY REASON OF OR RESULTING FROM OR RELATING TO (I) ANY BREACH BY SELLER (FOR ALL INJURIES TO AND DEATHS WHICH SELLER SHALL BE RESPONSIBLE) OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVESAGREEMENT, AND (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY LIABILITIES OF THE BUYER'S SAID REPRESENTATIVES)SUBSIDIARIES AND THE PARTNERSHIP WHICH ARE UNRELATED TO THE OPERATING ASSETS, CAUSED (III) ANY LIABILITIES OF THE SUBSIDIARIES AND THE PARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, AND (IV) ANY EXISTING LIABILITIES OF THE SUBSIDIARIES AND THE PARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO THE PERIOD OF TIME PRIOR TO CLOSING. (b) SELLER HEREBY AGREES TO AND DOES INDEMNIFY, DEFEND AND HOLD HARMLESS E&P BUYER AND PIPELINE BUYER FROM AND AGAINST ANY DAMAGES RESULTING FROM CLAIMS BY THE BUYER COASTAL AND/OR ITS REPRESENTATIVES, ASSIGNS RELATING TO ANY ADVERSE TAX CONSEQUENCES TO COASTAL AND/OR ITS ASSIGNS ARISING OUT OF OR IN CONNECTION WITH THE OPERATION AS A RESULT OF THE AIRCRAFT DURING ANY GROUND TRANSACTIONS AND/OR FLIGHT TESTS UNDER THIS CLAUSE 8THE TRANSACTIONS OCCURRING PURSUANT TO THE LLC PURCHASE AGREEMENTS. 16. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIESChanges to Article XVI, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.Tax Matters -----------------------------------

Seller’s Indemnity. THE SELLER WILL INDEMNIFY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYER AND BUYER'S AFFILIATES AND EACH OF THEIR PARTNERS, ITS DIRECTORSSHAREHOLDERS, MEMBERS, EMPLOYEES, OFFICERS, AGENTS DIRECTORS AND EMPLOYEES REPRESENTATIVES ("BUYER INDEMNITEES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIESCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, DAMAGESRELATED TO, LOSSESATTRIBUTABLE TO, COSTS AND EXPENSES (I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, AND (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF (i) THE RETAINED OBLIGATIONS, OR (ii) SELLER'S MATERIAL BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN CONNECTION WITH ARTICLE 4 AND ANY MATERIAL BREACH OF ITS COVENANTS OR OBLIGATIONS UNDER THIS AGREEMENT. THE OPERATION DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE AIRCRAFT DURING ANY GROUND SOLE OR FLIGHT TESTS UNDER PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, NEGLIGENCE OR STRICT, PRE-EXISTING OR OTHER LIABILITY ON THE PART OF BUYER. ADDITIONALLY, THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS CLAUSE 8. THIS INDEMNITY SECTION SHALL APPLY REGARDLESS OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE NATURE OF THE OBLIGATIONS OF BUYER'S SAID REPRESENTATIVES, BE THEY IN TORT, CONTRACT, QUASI-CONTRACT, STATUTORY, OR OTHERWISE.

Seller’s Indemnity. THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSESEXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND DISBURSEMENTS) (I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND OR DEATHS OF THE BUYERSELLER'S SAID REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS PROVIDING THE SERVICES UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ANDCLAUSE, (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYERSELLER'S SAID REPRESENTATIVES), CAUSED BY AND (III) TO THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES EXTENT ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER'S SAID REPRESENTATIVES IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS CLAUSE. WITH RESPECT TO SUB-CLAUSES (I) AND (II) OF THE PRECEDING SENTENCE, THE SELLER WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE BUYER TO THE EXTENT C.I.T. Leasing Corporation A320 NEO Family Purchase Agreement July 2011 74 THE SELLER'S LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE BUYER'S SAID REPRESENTATIVESWILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Seller’s Indemnity. THE SELLER WILL INDEMNIFY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYER AND BUYER’S AFFILIATES AND EACH OF THEIR PARTNERS, ITS DIRECTORSSHAREHOLDERS, MEMBERS, EMPLOYEES, OFFICERS, AGENTS DIRECTORS AND EMPLOYEES REPRESENTATIVES (“BUYER INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIESCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, DAMAGESRELATED TO, LOSSESATTRIBUTABLE TO, COSTS AND EXPENSES (I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, AND (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF (i) THE RETAINED OBLIGATIONS, OR (ii) SELLER’S BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN CONNECTION WITH ARTICLE 4 AND ANY BREACH OF ITS COVENANTS OR OBLIGATIONS UNDER THIS AGREEMENT. THE OPERATION DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE AIRCRAFT DURING ANY GROUND SOLE OR FLIGHT TESTS UNDER PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, NEGLIGENCE OR STRICT, PRE-EXISTING OR OTHER LIABILITY ON THE PART OF BUYER. ADDITIONALLY, THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS CLAUSE 8. THIS INDEMNITY SECTION SHALL APPLY REGARDLESS OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE NATURE OF THE OBLIGATIONS OF BUYER'S SAID REPRESENTATIVES, BE THEY IN TORT, CONTRACT, QUASI-CONTRACT, STATUTORY, OR OTHERWISE.