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

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

Examples of Xxxxxx Indemnified Party in a sentence

• 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.

• 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.

• 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.

• If the receipt of any payment pursuant to this Article VIII results in Taxable income (including an increase in the amount of any gain or other income recognized on the Exchange) to any Xxxxxx Indemnified Party, such payment shall be increased so that, after the payment of any Taxes with respect to such indemnity payment, the Xxxxxx Indemnified Party shall have realized the same net amount the Xxxxxx Indemnified Party would have realized had the payment not resulted in Taxable income.

• 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.

• Notwithstanding the foregoing, no fractional shares of Surviving Corporation Common Stock shall be issued pursuant to this Section 11.3(a) and the total number of shares of Surviving Corporation Common Stock issuable to any Xxxxxx Indemnified Party shall be rounded down to the nearest whole share.

• FAA Did Not Achieve the Amount of Use It Expected for the SE2020 ContractFAA’s weaknesses in awarding SE2020 task orders contributed to the SE2020 contract not being used by customers as much as originally expected.

• Xxxxxx and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Xxxxxx Indemnified Party") shall be indemnified and held harmless by Xxxxxx for and against any and all Losses, arising out of or resulting from the breach of any representation or warranty made by the Xxxxxx contained in this Agreement.

More Definitions of Xxxxxx Indemnified Party

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

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 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;

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

Xxxxxx Indemnified Party has the meaning given in Clause 58.1;