Common use of Indemnification by the Seller Companies Clause in Contracts

Indemnification by the Seller Companies. Following the Closing Date, the Seller Companies shall be liable for, and shall indemnify, defend and hold harmless the Buyer Companies and their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) any Losses suffered or incurred by such Buyer 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 Seller Companies in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller Companies; (b) any Covered Environmental Losses relating to the Transferred Subsidiaries or the Vessel (the “Covered Assets”) to the extent that the Seller Companies are notified by the Partnership 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 Buyer Indemnitee in relation to the Vessel, including any claim for the repayment of hire or damages or repair costs, for periods prior to the Closing Date; (d) all Tax liabilities attributable to the operation of the Covered Assets prior to the Closing Date, including any such Tax liabilities of the Seller Companies 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; (e) any recurring non-budgeted costs owed by such Buyer Indemnitee to tax authorities with respect to payroll taxes, including, without limitation, any taxes (and any penalties associated with taxes) related to social security payments, to the extent such payments are not reimbursed by the Charterer; (f) any recurring non-budgeted costs owed by such Buyer Indemnitee to tax authorities with respect to corporate income taxes (including income tax for equality and surcharge on income tax for equality), withholding tax, “Puertos – Sociedades” contribution, ICA (local Cartagena tax), and GMF (financial transaction tax), including any penalties associated with taxes, to the extent such payments are not reimbursed by the Charterer; (g) any non-budgeted Losses that are not set forth in the budget provided by the Seller Companies to the Buyer Companies on the date hereof suffered or incurred by such Buyer Indemnitee in connection with the commencement of Vessel services under the Lease Agreement and the OSA; (h) any Losses suffered or incurred by such Buyer Indemnitee in relation to the Höegh LNG Performance Guarantee or the Partnership Performance Guarantee; provided, however, that the Seller Companies shall only be liable under this paragraph (h) for up to their pro rata share (based on the Retained Interest) of the aggregate amount of any such Losses; and (i) any fees, expenses or other payments incurred or owed by any of the Seller Companies 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 the Seller Companies. Following the Closing Date, Each of the Seller Companies shall be liable foragrees, jointly and shall indemnifyseverally, defend and hold harmless to indemnify the Buyer Companies Purchasers and their respective Affiliates, officers, directors, employees, agents attorneys, agents, representatives, successors and representatives assigns (the “Buyer Indemnitees”each, a "Purchaser Indemnified Party") against and hold them harmless from and reimburse them for all Losses asserted against, sustained, incurred or suffered by such Purchaser Indemnified Party may at any time relating to, as a result of or arising out of: (a) any Losses suffered the inaccuracy in or incurred by such Buyer 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 warranty of the Seller Companies in or under this Agreement contained herein or in any certificate or under any document, instrument or agreement document delivered pursuant to this Agreement hereto by the Seller Companies;Companies other than such inaccuracies or breaches resulting solely from acts or omissions by FDN and/or its Affiliates in connection with their management of the Business and the Purchased Assets under the Management Agreement. (b) the breach of any Covered Environmental Losses relating covenant or agreement of any Seller Company contained herein or any failure of any Seller Company or any of its Affiliates to perform any of its obligations contained herein or in any of the Transferred Subsidiaries Operative Agreements, including those in any Schedule or Exhibit hereto or thereto other than breaches resulting solely from acts or omissions by FDN and/or its Affiliates in connection with their management or the Vessel (Business and the “Covered Assets”) to Purchased Assets under the extent that the Seller Companies are notified by the Partnership of any such Covered Environmental Losses within five (5) years after the Closing DateManagement Agreement; (c) any Losses (other than Covered Environmental Losses) suffered or incurred by such Buyer Indemnitee in relation to the Vessel, including any claim for the repayment of hire or damages or repair costs, for periods prior to the Closing Date; (d) all Tax liabilities attributable to the operation of the Covered Assets prior to the Closing Date, including any such Tax liabilities of the Seller Companies 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; (e) any recurring non-budgeted costs owed by such Buyer Indemnitee to tax authorities with respect to payroll taxes, including, without limitationexcept as expressly provided herein, any taxes (and any penalties associated with taxes) related Liability or obligation to social security payments, to the extent such payments are not reimbursed brokers retained by the Charterer; (f) any recurring non-budgeted costs owed by such Buyer Indemnitee to tax authorities with respect to corporate income taxes (including income tax for equality and surcharge or on income tax for equality), withholding tax, “Puertos – Sociedades” contribution, ICA (local Cartagena tax), and GMF (financial transaction tax), including any penalties associated with taxes, to the extent such payments are not reimbursed by the Charterer; (g) any non-budgeted Losses that are not set forth in the budget provided by the Seller Companies to the Buyer Companies on the date hereof suffered or incurred by such Buyer Indemnitee in connection with the commencement of Vessel services under the Lease Agreement and the OSA; (h) any Losses suffered or incurred by such Buyer Indemnitee in relation to the Höegh LNG Performance Guarantee or the Partnership Performance Guarantee; provided, however, that the Seller Companies shall only be liable under this paragraph (h) for up to their pro rata share (based on the Retained Interest) of the aggregate amount behalf of any such Losses; and (i) any fees, expenses Seller Company or other payments incurred or owed by any of the Seller Companies to any brokers, financial advisors or comparable other persons retained or employed by it their respective Affiliates in connection with the transactions contemplated by this Agreementhereby; (d) the Excluded Liabilities; (e) notwithstanding the Purchasers' waiver of compliance of bulk sale or similar Laws under Section 10.1 hereof, the violation of any applicable bulk sales or similar Laws; (f) the ownership or operation of a Purchased Asset prior to the transfer of such Purchased Asset to the Purchasers; and (g) any Tax arising out of, related to or otherwise in respect of the Seller Companies or the ownership or operation of the Purchased Assets prior to their transfer to the Purchasers.

Indemnification by the Seller Companies. Following the Closing Date, the Seller Companies shall be liable for, and shall indemnify, defend and hold harmless the Buyer Companies and their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) any Losses suffered or incurred by such Buyer 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 Seller Companies in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Seller Companies; (b) any Covered Environmental Losses relating to the Transferred Subsidiaries or the Vessel (the “Covered Assets”) to the extent that the Seller Companies are notified by the Partnership 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 Buyer Indemnitee in relation to the Vessel, including any claim for the repayment of hire or damages or repair costs, for periods prior to the Closing Date; (d) all Tax liabilities attributable to the operation of the Covered Assets prior to the Closing Date, including any such Tax liabilities of the Seller Companies 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; (e) any recurring non-budgeted costs owed all capital gains tax or other export duty incurred by such Buyer Indemnitee to tax authorities in connection with respect to payroll taxes, including, without limitation, any taxes (and any penalties associated with taxes) related to social security payments, to the extent such payments are not reimbursed by transfer of the ChartererVessel outside of CyprusCo’s permanent establishment in a Public Free Zone in Egypt; (f) any recurring non-budgeted costs owed by such Buyer Indemnitee to tax authorities Höegh LNG Fleet Management AS with respect to corporate income taxes (including income tax for equality and surcharge on income tax for equality), withholding tax, “Puertos – Sociedades” contribution, ICA (local Cartagena tax), and GMF (financial transaction tax), including any penalties associated with payroll taxes, to the extent such payments are not reimbursed by the Charterer; (g) any non-budgeted Losses that are not set forth in the budget provided by the Seller Companies to the Buyer Companies on the date hereof suffered or incurred by such Buyer Indemnitee in connection with the commencement of Vessel services under the Lease and Maintenance Agreement and the OSA; (h) any Losses suffered or incurred by such Buyer Indemnitee in relation to the Höegh LNG Performance Guarantee or the Partnership Performance Guarantee; provided, however, that the Seller Companies shall only be liable under this paragraph (h) for up to their pro rata share (based on the Retained Interest) of the aggregate amount of any such LossesRegasification Services Agreement; and (ih) any fees, expenses or other payments incurred or owed by any of the Seller Companies to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement.