Indemnified Person Defined Sample Clauses

Indemnified Person Defined. For the purposes of this Section 21.2, “Indemnified Person” means Lessor and its directors, officers, employees, successors and permitted assigns, agents and servants (the directors, officers, employees, successors and permitted assigns, agents and servants of Lessor together with Lessor being referred to herein collectively as the “Related Indemnitee Group” of Lessor), provided that as a condition of any obligations of Lessee to pay any indemnity or perform any action under this Section 21.2 with respect to any persons who are not signatories hereto, such persons at the written request of Lessee shall expressly agree in writing to be bound by all the terms of this Section 21.2. In the event that any Indemnified Person fails, after notice to such Indemnified Person referring to this sentence, to comply with any duty or obligation under Section 21.2(e) and (f), such Indemnified Person shall not be entitled to indemnity under this Section 21.2 to the extent such failure to comply has a material adverse effect on Lessee’s ability to defend any such Claim.
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Indemnified Person Defined. For the purposes of this Section 7.2, “Indemnified Person” means Owner Participant, Owner Trustee, Trust Company, the Trust, Indenture Trustee, Loan Participant, and each of their respective directors, officers, employees, shareholders, constituent investors or partners, Affiliates, successors and permitted assigns, agents and servants, the Trust Estate and the Indenture Estate (the respective directors, officers, employees, shareholders, constituent investors or partners, Affiliates, successors and permitted assigns, agents and servants of Owner Participant, Trust Company and Indenture Trustee, as applicable, together with Owner Participant, Owner Trustee and Indenture Trustee, as the case may be, being referred to herein collectively as the “Related Indemnitee Group” of Owner Participant, Owner Trustee and Indenture Trustee, but not Trust Company respectively), provided that as a condition of any obligations of Lessee to pay any indemnity or perform any action under this Section 7.2 with respect to any persons who are not signatories hereto, such persons at the written request of Lessee shall expressly agree in writing to be bound by all the terms of this Section 7.2. In the event that any Indemnified Person fails, after notice to such Indemnified Person referring to this sentence, to comply with any duty or obligation under Section 7.2(e) and (f), such Indemnified Person shall not be entitled to indemnity under this Section 7.2 to the extent such failure to comply has a material adverse effect on Lessee’s ability to defend any such Claim.
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Indemnified Person Defined. For the purposes of this Section 7.2, -------------------------- "Indemnified Person" means the Owner Participant, the Owner Trustee (both in its individual capacity and as Owner Trustee), the Indenture Trustee and the Pass Through Trustee, each of their Affiliates and each of their respective directors, officers, employees, successors and permitted assigns, agents and servants, the Trust Estate and the Indenture Estate (the respective directors, officers, employees, successors and permitted assigns, agents and servants of the Owner Participant, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and each of their Affiliates, as applicable, together with the Owner Participant, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and each of their Affiliates, as the case may be, being referred to herein collectively as the "Related Indemnitee Group" of the Owner Participant, the Indenture Trustee, the Owner Trustee and the Pass Through Trustee, respectively).
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Indemnified Person Defined. For the purposes of this Section 8.1, "Indemnified Person" means Mortgagee and each Holder, and each of their respective successors, transferees or assigns permitted under the terms of the Securities or the Operative Documents, and all directors, officers, employees, agents, servants and Affiliates of any such Person; provided that, as a condition precedent to any performance by Mortgagor in connection with such indemnity with respect to any Person which is not a signatory to this Agreement, such Person shall adhere to and expressly agree in writing to be bound by all the terms of this Section 8.1.
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Indemnified Person Defined. For the purposes of this Section 18.2, “Indemnified Person” means Lessor and its partners, officers, employees, successors and permitted assigns, agents and servants.
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Indemnified Person Defined. For the purposes of this SECTION 7.1, "INDEMNIFIED PERSON" means Agent, the Noteholders, Lessor and each of their respective Affiliates and affiliated directors, officers, employees, successors and permitted assigns, agents and servants (such directors, officers, employees, successors and permitted assigns, agents and servants being referred to herein collectively as the "RELATED INDEMNITEE GROUP").
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Indemnified Person Defined. For the purposes of this Section 18.2, "INDEMNIFIED PERSON" means Lessor and its directors, officers, employees, successors and permitted assigns, agents and servants.
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Indemnified Person Defined. For the purposes of this Section 5.08, "INDEMNIFIED PERSON" means the Agent, each Secured Party, each Secured Party's affiliates, and their respective officers, directors, employees, agents, successors, or permitted assigns; provided that such Persons shall, to the extent they are not signatories to this Security Agreement, upon the request of American, expressly agree in writing in connection with any claim for indemnity under this Section 5.08 to be bound by the terms of this Section 5.08; and provided further that all rights of each Indemnified Person (including, without limitation, the right to receive any indemnity payment under this Section 5.08) shall be exercised solely by the Agent. In the event that any Indemnified Person fails to comply with any duty or obligation under this Section 5.08, then to the extent that such failure materially prejudices American's rights or obligations under this Section 5.08 such Indemnified Person shall not be entitled to indemnity under this Section 5.08 (but only to the extent of such prejudice).
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Related to Indemnified Person Defined

  • Indemnified Persons The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

  • Indemnified Parties Section 8.2

  • Indemnified Parties Defined For the purposes of this Agreement, an “Indemnified Party” shall mean a Person entitled to indemnification under Section 8, as well as such Person’s officers, directors (including with respect to the Company, any Person named in the Registration Statement with his or her consent as becoming a director in the future), employees, members, partners, affiliates, agents and representatives, and each Person, if any, who controls such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

  • Indemnified Person 7.03 IRS.............................................................................. 4.16

  • Indemnified Party The term "Indemnified Party" shall have the meaning set forth in Section 14.3(a).

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Claims Indemnified Subject to the exclusions stated in Subsection 4.02(d), the Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Company, any Permitted Lessee or any other Person. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), the Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses of the Loan Trustee and, so long as it is the holder of any Equipment Notes, each Pass Through Trustee (including, without limitation, reasonable attorney’s fees and disbursements and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of such Person’s agents) in connection with the transactions contemplated hereby.

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