Common use of Buyer’s Duty to Defend Clause in Contracts

Buyer’s Duty to Defend. Buyer acknowledges that its obligations to indemnify, defend, and hold ExxonMobil and its Associated Parties harmless under this Agreement include obligations to pay the attorneys’ fees and court and other costs incurred by ExxonMobil and its Associated parties in defending all Claims. As to each Claim and Liability, ExxonMobil, at its sole option, may elect to (a) manage its own defense, in which event Buyer will reimburse ExxonMobil and its Associated Parties for all attorneys’ fees and court and other costs reasonably incurred in defending a claim, upon delivery to Buyer of invoices for these fees and costs; or (b) tender its defense as to any Claim to Buyer, in which event Buyer will be responsible for all aspects of defending the Claim at issue and resulting Liabilities.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Resolute Energy Partners, LP), Purchase and Sale Agreement (Resolute Energy Corp)

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Buyer’s Duty to Defend. Buyer acknowledges that its obligations to indemnify, defend, and hold ExxonMobil and its Associated Parties harmless under this Agreement include obligations to pay the attorneys’ fees and court and other costs incurred by ExxonMobil and its Associated parties Parties in defending all Claims. As to each Claim and Liability, ExxonMobil, at its sole option, may elect to to: (a) manage its own defense, in which event Buyer will reimburse ExxonMobil and its Associated Parties for all attorneys’ fees and court and other costs reasonably incurred in defending a claim, upon delivery to Buyer of invoices for these fees and costs; or or (b) tender its defense as to any Claim to Buyer, in which event Buyer will be responsible for all aspects of defending the Claim at issue and resulting Liabilities.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (W&t Offshore Inc), Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD)

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Buyer’s Duty to Defend. Buyer acknowledges that its obligations to indemnify, defend, and hold ExxonMobil Exxon and its Associated Parties harmless under this Agreement include includes obligations to pay the attorneys' fees and court and other costs incurred by ExxonMobil Exxon and its Associated parties Parties in defending all Claims. As to each Claim and Liability, ExxonMobilExxon, at its sole option, may elect to (a) manage its own defense, in which event Buyer will reimburse ExxonMobil Exxon and its Associated Parties for all attorneys' fees and court and other costs reasonably incurred in defending a claim, upon delivery to Buyer of invoices for these fees and costs (including in-house staff costs); or (b) tender its defense as to any Claim to Buyer, in which event Buyer will be responsible for all aspects of defending the Claim at issue and resulting Liabilities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Berry Petroleum Co)

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