Common use of Halliburton Indemnity Clause in Contracts

Halliburton Indemnity. Halliburton agrees to indemnify and hold harmless the KBR B-C Indemnitees from and against (i) all out-of-pocket cash costs and expenses they incur after the date hereof as a result of the replacement of the subsea flow-line bolts installed in connection with the development of the Barracuda-Caratinga Project, and (ii) any cash damages, losses, liabilities, obligations, judgments, claims, payments, interest costs, expenses or other award assessed against the KBR B-C Indemnitees in connection with the arbitration of the Barracuda-Caratinga Bolts Matter, and/or any cash settlement or compromise amounts agreed to in lieu thereof (the foregoing (i) and (ii), the “Halliburton Indemnified Barracuda-Caratinga Matters”). For avoidance of doubt, the Halliburton indemnification provided under this Section 3.5(a) shall not apply to any other losses, claims, liabilities or damages relating to the Barracuda-Caratinga Project that are not Halliburton Indemnified Barracuda-Caratinga Matters (and the indemnity provided under Section 3.5(a) will not include any such other losses, claims, liabilities or damages), regardless of how denominated or the cause of action, whether in tort, contract, a criminal proceeding or otherwise. Without limiting the foregoing, “Halliburton Indemnified Barracuda-Caratinga Matters” shall not include, and the Halliburton indemnity provided under this Section 3.5(a) shall not apply to: (x) Third Party Claims other than claims commenced by Barracuda & Caratinga Leasing Company B.V. or Affiliates of Petrobras with respect to the Barracuda-Caratinga Bolts Matter, or (y) losses, claims, liabilities or damages that (I) are special, indirect, derivative or consequential, (II) relate to alleged or actual damage to business or other reputation or loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, whether in the present or future, or (III) relate to alleged or actual adverse consequences in obtaining, continuing or termination of financing for current or future projects.

Halliburton Indemnity. Halliburton agrees to indemnify and hold harmless the KBR B-C FCPA Indemnitees from and against any Penalties (i) all out-of-pocket cash costs and expenses they incur after such Penalties hereinafter referred to as “Halliburton Indemnified FCPA Matters”); provided, that with respect to any KBR FCPA Indemnitee that is not wholly owned, directly or indirectly, by the KBR Group as of the date hereof as (a result of the replacement of the subsea flow“non-line bolts installed in connection with the development of the Barracuda-Caratinga Project, and (ii) any cash damages, losses, liabilities, obligations, judgments, claims, payments, interest costs, expenses or other award assessed against the KBR B-C Indemnitees in connection with the arbitration of the Barracuda-Caratinga Bolts Matter, and/or any cash settlement or compromise amounts agreed to in lieu thereof (the foregoing (i) and (iiwholly owned majority subsidiary”), the “Halliburton Indemnified Barracudaindemnity provided under this Section 3.4(a) shall be limited to that percentage of Penalties assessed against or paid by such non-Caratinga Matters”)wholly owned majority subsidiary equal to the KBR Group’s ownership interest in such non-wholly owned majority subsidiary as of the date hereof. For avoidance of doubt, the Halliburton indemnification provided under this Section 3.5(a3.4(a) shall not apply to any other losses, claims, liabilities or damages relating to the Barracuda-Caratinga Project FCPA Subject Matters that are not Halliburton Indemnified Barracuda-Caratinga FCPA Matters (and the indemnity provided under Section 3.5(a3.4(a) will not include any such other losses, claims, liabilities or damages), regardless of how denominated or the cause of action, whether in tort, contract, a criminal proceeding or otherwise. Without limiting the foregoing, “Halliburton Indemnified Barracuda-Caratinga FCPA Matters” shall not include, and the Halliburton indemnity provided under this Section 3.5(a3.4(a) shall not apply to: (x) Third Third-Party Claims other than claims commenced by Barracuda & Caratinga Leasing Company B.V. or Affiliates of Petrobras with respect to the Barracuda-Caratinga Bolts Matter, or FCPA Claims; (y) losses, claims, liabilities or damages that (I) are special, indirect, derivative or consequential, (II) relate to or result in threatened or actual suspension or debarment from bidding or continued activity under government contracts, (III) relate to alleged or actual damage to business or other reputation or loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, whether in the present or future, or (IIIIV) relate to alleged or actual adverse consequences in obtaining, continuing or termination of financing for current or future projects, and/or (V) are as a result of claims by directors, officers, employees, Affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of KBR or any member of the KBR Group in their capacity as such; or (z) costs or expenses incurred for any monitor required by or agreed to with, a Governmental Authority to review continued compliance by the KBR Group with Applicable FCPA Law.

Halliburton Indemnity. Halliburton agrees to indemnify and hold harmless the KBR B-C FCPA Indemnitees from and against any Penalties (i) all out-of-pocket cash costs and expenses they incur after such Penalties hereinafter referred to as “Halliburton Indemnified FCPA Matters”); provided, that with respect to any KBR FCPA Indemnitee that is not wholly owned, directly or indirectly, by the KBR Group as of the date hereof as (a result of the replacement of the subsea flow“non-line bolts installed in connection with the development of the Barracuda-Caratinga Project, and (ii) any cash damages, losses, liabilities, obligations, judgments, claims, payments, interest costs, expenses or other award assessed against the KBR B-C Indemnitees in connection with the arbitration of the Barracuda-Caratinga Bolts Matter, and/or any cash settlement or compromise amounts agreed to in lieu thereof (the foregoing (i) and (iiwholly owned majority subsidiary”), the “Halliburton Indemnified Barracudaindemnity provided under this Section 3.4(a) shall be limited to that percentage of Penalties assessed against or paid by such non-Caratinga Matters”)wholly owned majority subsidiary attributable to the KBR Group’s ownership interest in such non-wholly owned majority subsidiary as of the date hereof. For avoidance of doubt, the Halliburton indemnification provided under this Section 3.5(a3.4(a) shall not apply to any other losses, claims, liabilities or damages relating to the Barracuda-Caratinga Project FCPA Subject Matters that are not Halliburton Indemnified Barracuda-Caratinga FCPA Matters (and the indemnity provided under Section 3.5(a3.4(a) will not include any such other losses, claims, liabilities or damages), regardless of how denominated or the cause of action, whether in tort, contract, a criminal proceeding or otherwise. Without limiting the foregoing, “Halliburton Indemnified Barracuda-Caratinga FCPA Matters” shall not include, and the Halliburton indemnity provided under this Section 3.5(a3.4(a) shall not apply to: (x) Third Third-Party Claims other than claims commenced by Barracuda & Caratinga Leasing Company B.V. or Affiliates of Petrobras with respect to the Barracuda-Caratinga Bolts Matter, or FCPA Claims; (y) losses, claims, liabilities or damages that (I) are special, indirect, derivative or consequential, (II) relate to or result in threatened or actual suspension or debarment from bidding or continued activity under government contracts, (III) relate to alleged or actual damage to business or other reputation or loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, whether in the present or future, or (IIIIV) relate to alleged or actual adverse consequences in obtaining, continuing or termination of financing for current or future projects, and/or (V) are as a result of claims by directors, officers, employees, Affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of KBR or any member of the KBR Group in their capacity as such; or (z) costs or expenses incurred for any monitor required by or agreed to with, a Governmental Authority to review continued compliance by the KBR Group with Applicable FCPA Law.