Indemnification by the Company Group. 5.2.1 EACH MEMBER OF THE COMPANY GROUP, SEVERALLY AND NOT JOINTLY, SHALL FULLY INDEMNIFY AND DEFEND PROVIDER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS (THE “PROVIDER INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, DEMANDS, CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) (“DAMAGES”) DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT, INCLUDING DAMAGES CAUSED BY THE BREACH BY SUCH MEMBER OF THE COMPANY GROUP OF THIS AGREEMENT AND DAMAGES CAUSED BY ANY PROVIDER INDEMNIFIED PARTY TO ANY OF THE COMPANY RIGS OR ANY RELATED EQUIPMENT, EXCEPT TO THE EXTENT CAUSED BY PROVIDER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER.
Appears in 2 contracts
Samples: Master Services Agreement (Transocean Partners LLC), Master Services Agreement (Transocean Partners LLC)
Indemnification by the Company Group. 5.2.1 EACH MEMBER OF THE COMPANY GROUP, SEVERALLY AND NOT JOINTLY, SHALL FULLY INDEMNIFY AND DEFEND PROVIDER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS (THE “PROVIDER INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, DEMANDS, CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) (“DAMAGES”) DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT, INCLUDING DAMAGES CAUSED BY THE BREACH BY SUCH MEMBER OF THE COMPANY GROUP OF THIS AGREEMENT AND DAMAGES CAUSED BY ANY PROVIDER INDEMNIFIED PARTY TO ANY OF THE COMPANY RIGS OR ANY RELATED EQUIPMENT, EXCEPT ONLY TO THE EXTENT CAUSED BY PROVIDER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER.
Appears in 2 contracts
Samples: Master Services Agreement (Transocean Partners LLC), Master Services Agreement (Transocean Partners LLC)