Xxxxxx Indemnified Party definition

Xxxxxx Indemnified Party has the meaning specified in Section 6.03 hereof. .#4843-4322-6596v6 EXHIBIT A ASSET PURCHASE AGREEMENT FORM OF BENEFICIAL INTEREST ASSIGNMENT This Beneficial Interest Assignment, dated as of [_________], 20[__], is given by the undersigned, Xxxxxx Lease Finance Corporation (the “Seller”), in favor of Xxxxxx Engine Structured Trust VI, a Delaware statutory trust (the “Purchaser”). We refer to that certain [description of Trust Agreement] dated as of [_________] (the “Trust Agreement”), between the Seller, as Owner Participant, and [__], not in its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”). The Seller, as the sole Owner Participant under the Trust Agreement and the sole legal and beneficial owner of the beneficial interest (the “Beneficial Interest”) in the Trust Estate (as defined in the Trust Agreement), hereby sells, assigns, conveys, transfers and sets over to the Purchaser, all of the Seller's right, title and interest in and to the Beneficial Interest, including, without limitation, the Trust Estate other than the Retained Rights (as such term is defined in that certain Asset Purchase Agreement dated as of May 17, 2021 (the “Purchase Agreement”) among the parties hereto and others). The Seller hereby warrants to the Purchaser, its successors and assigns, that (i) there is hereby irrevocably conveyed to the Purchaser full legal and beneficial title to the Beneficial Interest, free and clear of all Encumbrances (other than Permitted Encumbrances) and (ii) the Owner Trustee holds full legal title to the [aircraft][aircraft engine] listed in Schedule I hereto (the “Asset”) for the benefit of the Seller as sole holder of the Beneficial Interest free and clear of all Encumbrances (other than Permitted Encumbrances). The Seller agrees with the Purchaser, and its successors and assigns, that the Seller will warrant and defend such title to the Beneficial Interest and such title of the Owner Trustee in the Asset forever against all claims and demands whatsoever (other than Permitted Encumbrances). The Asset was located at the location specified on Schedule 1 hereto at the time of delivery of this Beneficial Interest Assignment. This Beneficial Interest Assignment is being made and entered into pursuant to the Purchase Agreement among the parties hereto and others) and shall be governed by and construed in accordance with the laws of the State of New York. Except as otherwise provided in the Purchase Agreement, the ...

Xxxxxx Indemnified Party shall have the meaning ascribed to such term in Section 9.12(b) hereof.

Xxxxxx Indemnified Party has the meaning set forth in Section 9(b);

Examples of Xxxxxx Indemnified Party in a sentence

• FCPT agrees to indemnify and hold harmless the Xxxxxx Indemnified Parties from and against any and all Liabilities incurred by such Xxxxxx Indemnified Party arising out of or based upon any untrue statement or alleged untrue statement or omission of a material fact contained in any Disclosure Document, other than information that relates solely to the Xxxxxx Business.

• Notwithstanding any provision of this Agreement, this Agreement, including Article V hereof, may be amended or modified at any time by the Parties without the need or requirement of any consent or approval of any other respective Company Indemnified Party or Xxxxx Xxxxxx Indemnified Party, and any amendment or modification agreed to by the Parties shall be binding on all Company Indemnified Parties and all Xxxxx Xxxxxx Indemnified Parties.

• Each FCPT Indemnified Party other than FCPT, and each Xxxxxx Indemnified Party other than Xxxxxx, is an express, third-party beneficiary of Section 11.

• FCPT shall indemnify each Xxxxxx Indemnified Party, and hold each of them harmless, against any Liabilities arising in connection therewith; provided, that pursuant hereto FCPT shall have no obligation to indemnify any Xxxxxx Indemnified Party that has engaged in any knowing and intentional violation of Law, breach of contract, tort, fraud or misrepresentation in connection therewith.

• In addition, CTI shall not be responsible for the indemnification of any Xxxxxx Indemnified Party arising from any negligent or intentional acts by such Party, or as the result of any settlement or compromise by the Xxxxxx Indemnified Parties without CTI's prior written consent.

• For the avoidance of doubt and without limiting the definition of "Losses", any out-of-pocket expenses paid to a third party (other than a Xxxxxx Indemnified Party or a Parent Indemnified Party) in the course of attempting to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses, including, without limitation, any increase in the amount of premiums payable under any insurance policy as a result thereof, shall be deemed Losses hereunder.

• No Xxxxxx Indemnified Party shall admit any Liability with respect to, or settle, compromise or discharge any such matter covered by this Section 12.3 without GE’s prior written consent (which shall not be unreasonably withheld or delayed).

• Except in respect of a GE Indemnified Party or Xxxxxx Indemnified Party who is not a party hereto, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, shall give or be construed to give to any Person, other than the parties hereto and such permitted assigns, any legal or equitable rights hereunder.

• In the event of a claim for indemnification by a Xxxxxx Indemnified Party, the Partnership shall thereupon give the Xxxxxx Partners reasonable access to the books, records and assets of the Partnership which evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Partnership related thereto.

• In addition, PWVI shall not be responsible for the indemnification of any Xxxxxx Indemnified Party to the extent arising from negligence or intentional misconduct by such Person, or as the result of any settlement or compromise by the Xxxxxx Indemnified Parties without PWVI’s prior written consent.

More Definitions of Xxxxxx Indemnified Party

Xxxxxx Indemnified Party has the meaning given such term in Section 7(a).

Xxxxxx Indemnified Party has the meaning given in Clause 58.1;

Xxxxxx Indemnified Party has the meaning specified in Section 6.02 hereof. EXHIBIT A [FORM OF ASSIGNMENT OF EQUITY INTEREST] This ASSIGNMENT OF EQUITY INTEREST, dated as of [ ], 2012 (this “Agreement”) between XXXXXX LEASE FINANCE CORPORATION a Delaware corporation (“Assignor”), and XXXXXX ENGINE SECURITIZATION TRUST II, a Delaware statutory trust (“Assignee”).

Xxxxxx Indemnified Party has the meaning specified in Section 6.03 hereof.

Xxxxxx Indemnified Party means Aurora, a Related Body Corporate of Aurora or a director, officer, employee or adviser of a member of the Aurora Group.

Xxxxxx Indemnified Party and "XXXXXX INDEMNITY NOTICE" each have the meaning set forth in Section 3.5A(f) hereof;