Frontier Airlines 2006 Annual Report Download - page 263

ARTICLE VII INDEMNIFICATION
Section 7.01 RAI Indemnification of Frontier. RAI shall be liable for and hereby agrees to fully defend, release, discharge,
indemnify and hold harmless Frontier, its directors, officers, employees and agents from and against any and all claims, demands,
damages, liabilities, suits, judgments, actions, causes of action, losses, costs and expenses of any kind, character or nature whatsoever,
including attorneys' fees, costs and expenses in connection therewith and expenses of investigation and litigation thereof, which may
be suffered by, accrued against, charged to, or recoverable from Frontier or its directors, officers, employees or agents, including but
not limited to, any such losses, costs and expenses involving (i) death or injury (including claims of emotional distress and other
non-physical injury by passengers) to any person including any of RAI's or Frontier's directors, officers, employees or agents, (ii) loss
of, damage to, or destruction of property (including real, tangible and intangible property, and specifically including regulatory
property such as route authorities, slots and other landing rights), including any loss of use of such property, and (iii) damages due to
delays in any manner, in each case arising out of, connected with, or attributable to (x) any act or omission by RAI or any of its
directors, officers, employees or agents relating to the provision of Regional Airline Services, (y) the performance, improper
performance, or non-performance of any and all obligations to be undertaken by RAI or any of its directors, officers, employees or
agents pursuant to this Agreement, or (z) the operation, non-operation, or improper operation of the Covered Aircraft or RAI's
equipment or facilities at any location, in each case excluding only claims, demands, damages, liabilities, suits, judgments, actions,
causes of action, losses, costs and expenses to the extent resulting from the gross negligence or willful misconduct of Frontier or its
directors, officers, agents or employees (other than gross negligence or willful misconduct imputed to such indemnified person by
reason of its interest in a Covered Aircraft). RAI will use commercially reasonable efforts to cause and assure that RAI will at all
times be and remain in custody and control of all aircraft, equipment, and facilities of, or operated by, RAI, and Frontier and its
directors, officers, employees and agents shall not, for any reason, be deemed to be in custody or control, or a bailee, of such aircraft,
equipment or facilities.
Section 7.02 Frontier Indemnification of RAI. Frontier shall be liable for and hereby agrees fully to defend, release,
discharge, indemnify, and hold harmless RAI, its directors, officers, employees, and agents from and against any and all claims,
demands, damages, liabilities, suits, judgments, actions, causes of action, losses, costs and expenses of any kind, character or nature
whatsoever, including attorneys' fees, costs and expenses in connection therewith and expenses of investigation and litigation thereof,
which may be suffered by, accrued against, charged to, or recoverable from RAI, or its directors, officers, employees or agents,
including but not limited to, any such losses, costs and expenses involving (i) death or injury (including claims of emotional distress
and other non-physical injury by passengers) to any person including any of RAI's or Frontier's directors, officers, employees or
agents, (ii) loss of, damage to, or destruction of property (including real, tangible and intangible property, and specifically including
regulatory property such as route authorities, slots and other landing rights), including any loss of use of such property, and (iii)
damages due to delays in any manner, in each case arising out of, connected with, or attributable to, (x) the performance, improper
performance, or nonperformance of any and all obligations to be undertaken by Frontier or any of its directors, officers, employees or
agents pursuant to this Agreement, (y) the operation, non-operation or improper operation of Frontier's aircraft, equipment or facilities
(excluding, for the avoidance of doubt, Covered Aircraft and any equipment or facilities leased or subleased by Frontier to RAI) at any
location, in each case excluding only claims, demands, damages, liabilities, suits judgments, actions, causes of action, losses, costs and
expenses to the extent resulting from the negligence or willful misconduct of RAI or its directors, officers, agents or employees.
Section 7.03 Indemnification Claims. A party entitled to indemnification (the “ Indemnified Party”) from another party
under the terms of this Agreement (the “Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an
“Indemnity Notice”) of any third party claim which the Indemnified Party believes gives rise to a claim for indemnity against the
Indemnifying Party hereunder. The Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim,
to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the
Indemnified Party's prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any
such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party
shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense
of any such third party claim. Except as set forth in this Section 7.03, the Indemnified Party shall not enter into any settlement or other
compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party has an indemnity
obligation hereunder without the prior written consent of the Indemnifying Party (which may not be unreasonably withheld or
delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall
constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced
thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠