Xxxxxx Indemnified Party definition

Xxxxxx Indemnified Party has the meaning specified in Section 6.03 hereof. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. 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 IV, 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 Xxxxx Fargo Trust Company, National Association, 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 August 22, 2018 (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...

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

• G Mining shall indemnify and hold harmless Xx Xxxxxx and its affiliates, and their respective directors and officers (collectively, the Xx Xxxxxx Indemnified Parties and each a Xx Xxxxxx Indemnified Party) from and against any Losses incurred by such Xx Xxxxxx Indemnified Party resulting from any breach of any of the covenants or agreements of G Mining in this Agreement.

• 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.

• Notwithstanding the foregoing, claims brought by (i) any Transferee Indemnified Party in connection with any Limited Survival Representation which is untrue as a result of fraud by the party making it or (ii) any Xxxxxx Indemnified Party in connection with any Limited Survival Transferee Representation which is untrue as a result of fraud by the party making it, may be brought at any time, without regard to the limitations on survival set forth in this Section 7.1 above.

• 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.

• 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.

• 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.

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

• Expenses shall be reimbursed or advanced when and as incurred promptly upon submission by Xxxxxx or any Xxxxxx Indemnified Party of statements to Allegiance.

• The failure of a Xxxxxx Indemnified Party to notify Xxxxxx will not relieve Xxxxxx from any liability that Xxxxxx may have otherwise than on account of this indemnification agreement.

• The indemnification provided pursuant to this Section 8.2 is in addition to, and not in derogation of, any other rights a Xxxxxx Indemnified Party may have under applicable Law, the DIRECTV Charter or DIRECTV By-laws, the Amended and Restated Certificate of Incorporation or Bylaws of LEI or pursuant to any contract, agreement or arrangement.

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 specified in Section 6.02 hereof. 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 and "XXXXXX INDEMNITY NOTICE" each have the meaning set forth in Section 3.5A(f) 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 has the meaning given in Clause 58.1;

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