Common use of Indemnification by Seadrill and Seadrill Americas Clause in Contracts

Indemnification by Seadrill and Seadrill Americas. Subject to the provisions of Section 10.2, following the Closing Date, Seadrill and Seadrill Americas (the “Seadrill Indemnitors”) shall be liable for, and shall indemnify, defend and hold harmless the Company, Seadrill Operating and Seadrill Capricorn Holdings and their respective officers, directors, employees, agents and representatives (the “Company Indemnitees”) from and against: (a) any Losses suffered or incurred by such Company Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of Seadrill or Seadrill Americas in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seadrill or Seadrill Americas; (b) any Covered Environmental Losses relating to the Transferred Subsidiaries or the Rigs prior to or at the Closing Date (the “Covered Assets”) to the extent that Seadrill and Seadrill Americas are notified by the Company, Seadrill Operating and Seadrill Capricorn Holdings of any such Covered Environmental Losses within five (5) years after the Closing Date; (c) any Losses (other than Covered Environmental Losses) suffered or incurred by such Company Indemnitees in relation to the Rigs for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to the operation of the Covered Assets prior to the Closing Date, including any such income tax liabilities of Seadrill and Seadrill Americas that may result from the consummation of the transactions contemplated by this Agreement, but excluding any federal, state, foreign and local income taxes reserved on the books of the Transferred Subsidiaries on the Closing Date; and (e) any fees, expenses or other payments incurred or owed by Seadrill or Seadrill Americas to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement.

Indemnification by Seadrill and Seadrill Americas. Subject to the provisions of Section 10.29.2, following the Closing Date, Seadrill and Seadrill Americas (the “Seadrill Indemnitors”) shall be liable for, and shall indemnify, defend and hold harmless the Company, Seadrill Operating Company and Seadrill Capricorn Holdings and their respective officers, directors, employees, agents and representatives (the “Company Indemnitees”) from and against: (a) any Losses suffered or incurred by such Company Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of Seadrill or Seadrill Americas in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seadrill or Seadrill Americas; (b) any Covered Environmental Losses relating to the Transferred Subsidiaries or the Rigs West Auriga prior to or at the Closing Date (the “Covered Assets”) to the extent that Seadrill and Seadrill Americas are notified by the Company, Seadrill Operating Company and Seadrill Capricorn Holdings of any such Covered Environmental Losses within five (5) years after the Closing Date; (c) any Losses (other than Covered Environmental Losses) suffered or incurred by such Company Indemnitees in relation to the Rigs West Auriga for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to the operation of the Covered Assets prior to the Closing Date, including any such income tax liabilities of Seadrill and Seadrill Americas that may result from the consummation of the transactions contemplated by this Agreement, but excluding any federal, state, foreign and local income taxes reserved on the books of the Transferred Subsidiaries on the Closing Date; and (e) any fees, expenses or other payments incurred or owed by Seadrill or Seadrill Americas to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement.