Common use of Indemnification by the Company and Capricorn Holdings Clause in Contracts

Indemnification by the Company and Capricorn Holdings. Following the Closing Date, the Company and Capricorn Holdings (the “Company Indemnitors”) shall be liable for, and shall indemnify, defend and hold harmless Seadrill and Seadrill Americas and their respective officers, directors, employees, agents and representatives (the “Seadrill Indemnitees”) from and against any Losses, suffered or incurred by such Seadrill 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, the Company and Capricorn Holdings in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Company and Capricorn Holdings or, to the extent such losses occur after the Closing Date, any Losses arising out of the West Xxxx Drilling Contract or any violation or correction of violation of Environmental Laws with regard to the ownership or operation by the Company and Capricorn Holdings or Seadrill Xxxx Hungary of the Covered Assets.

Appears in 3 contracts

Samples: Contribution, Purchase and Sale Agreement, Contribution, Purchase and Sale Agreement (Seadrill Partners LLC), Contribution, Purchase and Sale Agreement (Seadrill Partners LLC)

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Indemnification by the Company and Capricorn Holdings. Following the Closing Date, the Company and Capricorn Holdings (the “Company Indemnitors”) shall be liable for, and shall indemnify, defend and hold harmless Seadrill and Seadrill Americas and their respective officers, directors, employees, agents and representatives (the “Seadrill Indemnitees”) from and against any Losses, suffered or incurred by such Seadrill 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, the Company and Capricorn Holdings in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Company and Capricorn Holdings or, to the extent such losses occur after the Closing Date, any Losses arising out of the West Xxxx Auriga Drilling Contract or any violation or correction of violation of Environmental Laws with regard to the ownership or operation by the Company and Capricorn Holdings or Seadrill Xxxx Auriga Hungary of the Covered Assets.

Appears in 2 contracts

Samples: Contribution, Purchase and Sale Agreement, Contribution, Purchase and Sale Agreement (Seadrill Partners LLC)

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