Common use of Costs and Indemnity Clause in Contracts

Costs and Indemnity. 52.1 The Sub-Charterers agree at all times during the Charter Period to indemnify and keep indemnified the Head-Charterers against: 52.1.1 any costs, charges or expenses which the Sub-Charterers have agreed to pay under this Sub-Charter and which shall be claimed or assessed against or paid by the Head-Charterers; 52.1.2 all documented claims, costs, damages or expenses suffered or incurred by the Head-Charterers (otherwise than arising from the wilful misconduct or gross negligence of the Head-Charterers): (a) which result directly or indirectly from claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or other right whatsoever; (b) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel therefrom; (c) in relation to or which result from breach by the Sub-Charterers of any representation, warranty, covenant, agreement, condition or stipulation contained in this Sub-Charter; (d) in relation to the preservation or enforcement or attempted enforcement of any rights conferred upon the Head-Charterers by this Sub-Charter following the occurrence of any Termination Event or other breach by the Sub-Charterers of the terms of this Sub-Charter; (e) in consequence of the Vessel becoming a wreck or obstruction to navigation; 52.1.3 any loss, damage or expense incurred by the Head-Charterers as a direct consequence of any arrest or detention of the Vessel by reason of a claim or claims for which the Sub-Charterers are directly responsible or as a consequence of any alleged violation of any convention (including, but not limited to, MARPOL) and the Sub-Charterer shall take all reasonable steps to secure that within a reasonable time the Vessel is released, by providing bail or otherwise as the circumstances may require; and 52.1.4 the occurrence of a Termination Event. The indemnity contained in this Clause 52 shall extend to all amounts payable by the Head-Charterers to the Approved Mortgagee by way of breakage costs as a result of, and any other costs and expenses arising from any of the defaults or events specified above. 52.2 The following shall apply if any amount received or recovered by the Head-Charterers in respect of any moneys or liabilities due, owing or incurred by the Sub-Charterers to the Head-Charterers (whether as a result of any judgment or order of any court or in the bankruptcy, administration, reorganisation, liquidation or dissolution of the Sub-Charterers, or by way of damages or any breach of any obligation to make any payment to the Head-Charterers) is received in a currency (the “Currency of Payment”) other than Dollars in whatever circumstances and for whatever reason: 52.2.1 such receipt or recovery shall only constitute a discharge to the Sub-Charterers to the extent of the amount in Dollars (the “Dollar Equivalent Receipt”) which the Head-Charterers are able or would have been able, on the date or dates of receipt by them of such payment or payments in the Currency of Payment (or, in the case of any such date which is not a Banking Day, on the next succeeding Banking Day), to purchase in the foreign exchange market of their choice with the amount or amounts so received in the Currency of Payment. 52.2.2 if the Dollar Equivalent Receipt falls short of the amount originally due to the Head-Charterers hereunder, the Sub-Charterers shall indemnify the Head-Charterers against any documented costs or expenses incurred or arising as a result by paying to the Head-Charterers that amount in Dollars certified by the Head-Charterers as necessary to so indemnify the Head-Charterers; 52.2.3 this indemnity shall constitute a separate and independent obligation from the other obligations contained in this Sub-Charter, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Head-Charterers from time to time, and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due hereunder or under any such judgment or order; and 52.2.4 the certificate of the Head-Charterers as to the documented amount of any such costs and expenses aforesaid (which shall be deemed to constitute a loss suffered by the Head-Charterers) shall (save in the case of manifest error) for all purposes be conclusive and binding on the Sub-Charterers. 52.3 The indemnities contained in this Clause 52, and each of the other indemnities contained in this Sub-Charter in favour of the Head-Charterers, shall survive any termination or other ending of the Charter Period and any breach of, or repudiation or alleged repudiation by, the Head-Charterers or the Sub-Charterers of this Sub-Charter PROVIDED that, save where a Sub-Charterers’ Termination Event has occurred, any claim under such indemnities must be made within twelve (12) months of the Head-Charterers becoming aware of the matters giving rise to such claim. 52.4 All moneys payable by the Sub-Charterers under this Clause 52 shall be paid on demand.

Costs and Indemnity. 52.1 (a) The Sub-Charterers agree at Debtor will pay to the Secured Party all times during the Charter Period to indemnify and keep indemnified the Head-Charterers against: 52.1.1 any costs, charges or expenses which the Sub-Charterers have agreed to pay under this Sub-Charter and which shall be claimed or assessed against or paid by the Head-Charterers; 52.1.2 all documented claims, costs, damages or expenses suffered or costs incurred by the Head-Charterers Secured Party for the purpose of enforcing its rights under this Agreement, including: (otherwise than arising from the wilful misconduct or gross negligence i) costs of foreclosure and of disposition and sale of the Head-Charterers):Collateral; (aii) which result directly costs of maintaining or indirectly from claims which may at preserving the Collateral or assembling it or preparing it for sale; (iii) costs of obtaining money damages; and (iv) fees and expenses of attorneys employed by the Secured Party for any time be made on the ground that any design, article or material of or in the Vessel purpose related to this Agreement or the operation Secured Obligations, including consultation, drafting documents, sending notices or use thereof constitutes instituting, prosecuting or is alleged to constitute an infringement of patent defending litigation or copyright or registered design or other intellectual property right or other right whatsoever;arbitration. (b) The Debtor agrees to indemnify the Secured Party and its respective affiliates, directors, officers, representatives and agents (each an INDEMNIFIED PARTY) from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind (including attorney's fees and expenses) which may be imposed on, incurred by or asserted against any of them by any person in preventing any way relating to or attempting arising out of: (i) this Agreement; (ii) the Collateral; (iii) the Secured Party's security interest in the Collateral; (iv) any Event of Default; (v) any action taken or omitted by the Secured Party under this Agreement or any exercise or enforcement of rights or remedies under this Agreement; or (vi) any sale or other disposition of, or any realization on, Collateral, but the Debtor will not be liable to prevent an indemnified party to the arrest, confiscation, seizure, taking in execution, impounding, forfeiture extent any liability results from that indemnified party's gross negligence or detention willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Vessel, or in securing the release of the Vessel therefrom;Debtor under this indemnity. (c) in relation to or which result from breach by This Clause 6.2 (Costs and indemnity) will survive the Sub-Charterers of any representationinitial Utilization Date, warranty, covenant, agreement, condition or stipulation contained in this Sub-Charter; (d) in relation to the preservation or enforcement or attempted enforcement of any rights conferred upon the Head-Charterers by this Sub-Charter following the occurrence of any Termination Event or other breach by the Sub-Charterers making and repayment of the terms of this Sub-Charter; (e) in consequence Credits and any novation, transfer or assignment of the Vessel becoming a wreck or obstruction to navigation; 52.1.3 any loss, damage or expense incurred by the Head-Charterers as a direct consequence of any arrest or detention of the Vessel by reason of a claim or claims for which the Sub-Charterers are directly responsible or as a consequence of any alleged violation of any convention (including, but not limited to, MARPOL) and the Sub-Charterer shall take all reasonable steps to secure that within a reasonable time the Vessel is released, by providing bail or otherwise as the circumstances may require; and 52.1.4 the occurrence of a Termination Event. The indemnity contained in this Clause 52 shall extend to all amounts payable by the Head-Charterers to the Approved Mortgagee by way of breakage costs as a result of, and any other costs and expenses arising from any of the defaults or events specified aboveCredits. 52.2 The following shall apply if any amount received or recovered by the Head-Charterers in respect of any moneys or liabilities due, owing or incurred by the Sub-Charterers to the Head-Charterers (whether as a result of any judgment or order of any court or in the bankruptcy, administration, reorganisation, liquidation or dissolution of the Sub-Charterers, or by way of damages or any breach of any obligation to make any payment to the Head-Charterers) is received in a currency (the “Currency of Payment”) other than Dollars in whatever circumstances and for whatever reason: 52.2.1 such receipt or recovery shall only constitute a discharge to the Sub-Charterers to the extent of the amount in Dollars (the “Dollar Equivalent Receipt”) which the Head-Charterers are able or would have been able, on the date or dates of receipt by them of such payment or payments in the Currency of Payment (or, in the case of any such date which is not a Banking Day, on the next succeeding Banking Day), to purchase in the foreign exchange market of their choice with the amount or amounts so received in the Currency of Payment. 52.2.2 if the Dollar Equivalent Receipt falls short of the amount originally due to the Head-Charterers hereunder, the Sub-Charterers shall indemnify the Head-Charterers against any documented costs or expenses incurred or arising as a result by paying to the Head-Charterers that amount in Dollars certified by the Head-Charterers as necessary to so indemnify the Head-Charterers; 52.2.3 this indemnity shall constitute a separate and independent obligation from the other obligations contained in this Sub-Charter, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Head-Charterers from time to time, and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due hereunder or under any such judgment or order; and 52.2.4 the certificate of the Head-Charterers as to the documented amount of any such costs and expenses aforesaid (which shall be deemed to constitute a loss suffered by the Head-Charterers) shall (save in the case of manifest error) for all purposes be conclusive and binding on the Sub-Charterers. 52.3 The indemnities contained in this Clause 52, and each of the other indemnities contained in this Sub-Charter in favour of the Head-Charterers, shall survive any termination or other ending of the Charter Period and any breach of, or repudiation or alleged repudiation by, the Head-Charterers or the Sub-Charterers of this Sub-Charter PROVIDED that, save where a Sub-Charterers’ Termination Event has occurred, any claim under such indemnities must be made within twelve (12) months of the Head-Charterers becoming aware of the matters giving rise to such claim. 52.4 All moneys payable by the Sub-Charterers under this Clause 52 shall be paid on demand.

Costs and Indemnity. 52.1 20.1 The Sub-Charterers agree at Company shall, promptly within 5 Business Days of demand, pay to, or reimburse, the Lender and any Receiver, on a full indemnity basis, all times during the Charter Period to indemnify and keep indemnified the Head-Charterers against: 52.1.1 any costs, charges or expenses which the Subcharges, expenses, taxes and liabilities of any kind (including, without limitation, legal, printing and out-Charterers have agreed to pay under this Subof-Charter and which shall be claimed or assessed against or paid by the Head-Charterers; 52.1.2 all documented claims, costs, damages or expenses suffered or pocket expenses) reasonably incurred by the Head-Charterers (otherwise than arising from the wilful misconduct Lender, any Receiver or gross negligence of the Head-Charterers):any Delegate in connection with: (a) which result directly or indirectly from claims which may at any time be made on the ground that any design, article or material of or in the Vessel this deed or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or other right whatsoeverSecured Assets; (b) in preventing taking, holding, protecting, perfecting, preserving or enforcing (or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention do so) any of the VesselLender’s, a Receiver’s or in securing the release of the Vessel therefrom;a Delegates rights under this deed; or (c) taking proceedings for, or recovering, any of the Secured Liabilities, together with interest, which shall accrue and be payable (without the need for any demand for payment being made) from the date on which the relevant cost or expense arose until full discharge of that cost or expense (whether before or after judgment, liquidation, winding up or administration of the Company) at the rate and in relation to the mariner specified in the Loan and Security Agreement. 20.2 The Company shall indemnify the Lender, each Receiver and each Delegate, and their respective employees and agents against all liabilities, costs, expenses, damages and losses (including interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses but excluding indirect or which result from breach consequential losses, loss of profit and loss of reputation) suffered or incurred by any of them arising out of or in connection with: (a) the Sub-Charterers exercise or purported exercise of any representationof the rights, warrantypowers, covenant, agreement, condition authorities or stipulation contained discretions vested in them under this Sub-Charterdeed or by law in respect of the Secured Assets; (db) in relation taking, holding, protecting, perfecting, preserving or enforcing (or attempting to do so) the preservation or enforcement or attempted enforcement of any rights conferred upon the Head-Charterers security constituted by this Sub-Charter following the occurrence of deed; or (c) any Termination Event default or other breach delay by the Sub-Charterers Company in performing any of its obligations under this deed, except where such liability, cost, expense, damage or toss is caused by the Lender’s, a Receiver’s, a Delegate’s or any of theft respective employees’ or agents’ wilful default or gross negligence. Any past or present employee or agent may enforce the terms of this Sub-Charter; (e) clause. 20.2 subject to and in consequence accordance with the provisions of the Vessel becoming a wreck or obstruction to navigation; 52.1.3 any loss, damage or expense incurred by the Head-Charterers as a direct consequence Contracts (Rights of any arrest or detention of the Vessel by reason of a claim or claims for which the Sub-Charterers are directly responsible or as a consequence of any alleged violation of any convention (including, but not limited to, MARPOLThird Parties) and the Sub-Charterer shall take all reasonable steps to secure that within a reasonable time the Vessel is released, by providing bail or otherwise as the circumstances may require; and 52.1.4 the occurrence of a Termination Event. The indemnity contained in this Clause 52 shall extend to all amounts payable by the Head-Charterers to the Approved Mortgagee by way of breakage costs as a result of, and any other costs and expenses arising from any of the defaults or events specified aboveXxx 0000. 52.2 The following shall apply if any amount received or recovered by the Head-Charterers in respect of any moneys or liabilities due, owing or incurred by the Sub-Charterers to the Head-Charterers (whether as a result of any judgment or order of any court or in the bankruptcy, administration, reorganisation, liquidation or dissolution of the Sub-Charterers, or by way of damages or any breach of any obligation to make any payment to the Head-Charterers) is received in a currency (the “Currency of Payment”) other than Dollars in whatever circumstances and for whatever reason: 52.2.1 such receipt or recovery shall only constitute a discharge to the Sub-Charterers to the extent of the amount in Dollars (the “Dollar Equivalent Receipt”) which the Head-Charterers are able or would have been able, on the date or dates of receipt by them of such payment or payments in the Currency of Payment (or, in the case of any such date which is not a Banking Day, on the next succeeding Banking Day), to purchase in the foreign exchange market of their choice with the amount or amounts so received in the Currency of Payment. 52.2.2 if the Dollar Equivalent Receipt falls short of the amount originally due to the Head-Charterers hereunder, the Sub-Charterers shall indemnify the Head-Charterers against any documented costs or expenses incurred or arising as a result by paying to the Head-Charterers that amount in Dollars certified by the Head-Charterers as necessary to so indemnify the Head-Charterers; 52.2.3 this indemnity shall constitute a separate and independent obligation from the other obligations contained in this Sub-Charter, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Head-Charterers from time to time, and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due hereunder or under any such judgment or order; and 52.2.4 the certificate of the Head-Charterers as to the documented amount of any such costs and expenses aforesaid (which shall be deemed to constitute a loss suffered by the Head-Charterers) shall (save in the case of manifest error) for all purposes be conclusive and binding on the Sub-Charterers. 52.3 The indemnities contained in this Clause 52, and each of the other indemnities contained in this Sub-Charter in favour of the Head-Charterers, shall survive any termination or other ending of the Charter Period and any breach of, or repudiation or alleged repudiation by, the Head-Charterers or the Sub-Charterers of this Sub-Charter PROVIDED that, save where a Sub-Charterers’ Termination Event has occurred, any claim under such indemnities must be made within twelve (12) months of the Head-Charterers becoming aware of the matters giving rise to such claim. 52.4 All moneys payable by the Sub-Charterers under this Clause 52 shall be paid on demand.