Delta Airlines 2014 Annual Report Download - page 205

If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 20 (the “
Indemnitee ”) for damages for which liability has been assumed by the other party under this Clause 20 (the “
Indemnitor ”),
the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor (unless otherwise
requested by the Indemnitee) will assume and conduct the defense, or settlement, of such claim or suit, as the
Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the
matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the
Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.
For all Aircraft Training Services, to the extent of the Buyer’s undertaking set forth in Subclause 20.2, the Buyer will:
Any applicable deductible will be borne by the Buyer. The Buyer will furnish to the Seller, not less than [***],
certificates of insurance, in English, evidencing the limits of liability cover and period of insurance coverage in a form
acceptable to the Seller from the Buyer’
s insurance broker(s), certifying that such policies have been endorsed as
follows:
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
20.4
Insurance
(a)
cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and
employees to be named as additional insured under the Buyer’
s Comprehensive Aviation Legal Liability
insurance policies, including War Risks and Allied Perils (such insurance to include the AVN 52E Extended
Coverage Endorsement Aviation Liabilities or any further Endorsement replacing AVN 52E as may be
available as well as any excess coverage in respect of War and Allied Perils Third Parties Legal Liabilities
Insurance), and
(b) with respect to the Buyer’
s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers
of the Buyer’
s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its
subcontractors and each of their respective directors, officers, agents, employees and insurers.
(i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-
contributory to any insurance maintained by the Seller,
(ii)
such insurance can only be cancelled or materially altered by the giving of not less than [***] or such lesser
period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof
to the Seller, and
(iii)
under any such cover, all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of
their respective directors, officers, agents, employees and insurers have been waived.
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