Common use of Indemnification by the Vendor Clause in Contracts

Indemnification by the Vendor. 6.2.1 The Vendor agrees, subject to the other terms and conditions of this Agreement and the Transaction Documents, to indemnify each of the Purchaser, the Purchaser Group Companies and the Company against and hold it harmless from any and all: (a) losses and expenses to the Purchaser, any Purchaser Group Companies or the other Company arising out of or related to the breach of any representation, warranty, covenant or agreement of the Vendor in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Transaction Documents, to the extent Vendor is notified by the Purchaser of such Losses or Expenses prior to expiration of the applicable survival period set forth in Clause 6.1 (Survival ); (b) Covered Environmental Losses relating to the Interests to the extent that the Vendor is notified by the Purchaser of any such Covered Environmental Losses within five (5) years after the Closing Date; (c) Losses or Expenses to the Purchaser, the Purchaser Group Companies or the Company arising from: (i) the failure of the Purchaser Group Companies, immediately after the Closing Date, to be the owner of such ownership interests in and to the Interests as are necessary to enable the Purchaser Group Companies to own and operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date; or (ii) the failure of the Purchaser Group Companies to have on the Closing Date any consent or governmental permit necessary to allow the Purchaser Group Companies to own or operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date, in each of Clause 6.2.1(c)(i) and Clause 6.2.1(c)(ii), to the extent that the Vendor is notified by the Purchaser of such Losses or Expenses within three (3) years after the Closing Date; and (d) all federal, state, foreign and local income tax liabilities attributable to the operation of the Interests prior to the Closing Date. 6.2.2 The aggregate liability of Vendor under Clause 6.2.1 shall not exceed $10 million. Furthermore, no claim may be made against Vendor for indemnification pursuant to Clause 6.2.1 unless the aggregate dollar amount of all claims for indemnification pursuant to such Clause shall exceed $500,000, in which case Vendor shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000.

Indemnification by the Vendor. 6.2.1 The Vendor agrees, subject to the other terms and conditions of this Agreement and the Transaction Documents, to indemnify each of the Purchaser, each member of the Purchaser Purchaser’s Group and each of the Companies and the Company against and hold it harmless from any and all: (a) losses Losses and expenses Expenses to the Purchaser, any Purchaser member of the Purchaser’s Group or any of the Companies or the other Company arising out of or related to the breach of any representation, warranty, covenant or agreement of the Vendor in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Transaction Documents, to the extent Vendor is notified by the Purchaser of such Losses or Expenses prior to expiration of the applicable survival period set forth in Clause 6.1 (Survival ); (b) Covered Environmental Losses relating to the Interests to the extent that the Vendor is notified by the Purchaser of any such Covered Environmental Losses within five (5) years after the Closing Date; (c) Losses or Expenses to the Purchaser, each member of the Purchaser Purchaser’s Group or any of the Companies or the Company arising from: (i) the failure of any member of the Purchaser Group CompaniesPurchaser’s Group, immediately after the Closing Date, to be the owner of such ownership interests in and to the Interests as are necessary to enable any member of the Purchaser Purchaser’s Group Companies to own and operate the Interests in substantially the same manner that the Interests were owned and operated by any member of the Vendor Vendor’s Group Companies immediately prior to the Closing Date; or (ii) the failure of any member of the Purchaser Purchaser’s Group Companies to have on the Closing Date any consent or governmental permit necessary to allow any member of the Purchaser Purchaser’s Group Companies to own or operate the Interests in substantially the same manner that the Interests were owned and operated by any member of the Vendor Vendor’s Group Companies immediately prior to the Closing Date, in each of Clause 6.2.1(c)(i) and Clause 6.2.1(c)(ii), to the extent that the Vendor is notified by the Purchaser of such Losses or Expenses within three (3) years after the Closing Date; and (d) all federal, state, foreign and local income tax liabilities attributable to the operation of the Interests prior to the Closing Date. 6.2.2 The aggregate liability of Vendor under Clause 6.2.1 shall not exceed $10 million. Furthermore, no claim may be made against Vendor for indemnification pursuant to Clause 6.2.1 unless the aggregate dollar amount of all claims for indemnification pursuant to such Clause shall exceed $500,000, in which case Vendor shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000.

Indemnification by the Vendor. 6.2.1 (a) The Vendor agrees, subject to the other terms and conditions of this Agreement and the Transaction Documents, to indemnify each of the Purchaser, Teekay Norway AS and the Purchaser Group Companies and the Company against and hold it harmless from any and all: all (ai) losses Losses and expenses Expenses to the Purchaser, Teekay Norway AS, any Purchaser Group Companies Company or the other Company Companies arising out of or related to the breach of any representation, warranty, covenant or agreement of the Vendor in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Transaction Documents, to the extent Vendor is notified by the Purchaser of such Losses or Expenses prior to expiration of the applicable survival period set forth in Clause 6.1 above, (Survival ); (bii) any Covered Environmental Losses relating to the Interests to the extent that the Vendor is notified by the Purchaser of any such Covered Environmental Losses within five (5) years after the Closing Date; (ciii) Losses or Expenses to the Purchaser, the Purchaser Group Companies or the Company Companies arising from: from (iA) the failure of the Purchaser Group Companies, immediately after the Closing Date, to be the owner of such ownership interests in and to the Interests as are necessary to enable the Purchaser Group Companies to own and operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date; or Date or (iiB) the failure of the Purchaser Group Companies to have on the Closing Date any consent or governmental permit necessary to allow the Purchaser Group Companies to own or operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date, in each of Clause 6.2.1(c)(iclauses (A) and Clause 6.2.1(c)(ii)(B) above, to the extent that the Vendor is notified by the Purchaser of such Losses or Expenses within three (3) years after the Closing Date; and and (div) all federal, state, foreign and local income tax liabilities attributable to the operation of the Interests prior to the Closing Date. 6.2.2 (b) The aggregate liability of Vendor under Clause 6.2.1 6.2(a) above shall not exceed $10 million. Furthermore, no claim may be made against Vendor for indemnification pursuant to Clause 6.2.1 6.2(a) unless the aggregate dollar amount of all claims for indemnification pursuant to such Clause clause shall exceed $500,000, in which case Vendor shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000.

Indemnification by the Vendor. 6.2.1 The Vendor agrees, subject to the other terms and conditions of this Agreement and the Transaction Documents, to indemnify each of the Purchaser, the Purchaser Group Companies and the Company Voyageur Group Companies against and hold it them harmless from any and all: (a) losses Losses and expenses Expenses to the Purchaser, any Purchaser Group Companies or the other any Voyageur Group Company arising out of or related to the breach of any representation, warranty, covenant or agreement of the Vendor in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Transaction Documents, to the extent the Vendor is notified by the Purchaser of such Losses or Expenses prior to expiration of the applicable survival period set forth in Clause 6.1 (Survival Survival); (b) Covered Environmental Losses relating to the Interests to the extent that the Vendor is notified by the Purchaser of any such Covered Environmental Losses within five (5) years after the Closing Date; (c) Losses or and Expenses to the Purchaser, the Purchaser Group Companies or any of the Company Voyageur Group Companies arising from: (i) the failure of the Purchaser Group Companies, immediately after the Closing Date, to be the owner of such ownership interests in and to the Interests as are necessary to enable the Purchaser Group Companies to own and operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date; or (ii) the failure of the Purchaser Group Companies to have on the Closing Date any consent or governmental permit necessary to allow the Purchaser Group Companies to own or operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date, in each of Clause 6.2.1(c)(i) and Clause 6.2.1(c)(ii), to the extent that the Vendor is notified by the Purchaser of such Losses or Expenses within three (3) years after the Closing Date; and (d) all federal, state, foreign and local income tax liabilities attributable to the operation of the Interests prior to the Closing Date. 6.2.2 The aggregate liability of the Vendor under Clause 6.2.1 shall not exceed $10 million. Furthermore, no claim may be made against the Vendor for indemnification pursuant to Clause 6.2.1 unless the aggregate dollar amount of all claims for indemnification pursuant to such Clause shall exceed $500,000, in which case the Vendor shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000.

Indemnification by the Vendor. 6.2.1 (a) The Vendor agrees, subject to the other terms and conditions of this Agreement and the Transaction Documents, to indemnify each of the Purchaser, Purchaser and the Purchaser Group Companies and the Company against and hold it harmless from any and all: all (ai) losses Losses and expenses Expenses to the Purchaser, any Purchaser Group Companies Company or the other Company arising out of or related to the breach of any representation, warranty, covenant or agreement of the Vendor in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Transaction Documents, to the extent Vendor is notified by the Purchaser of such Losses or Expenses prior to expiration of the applicable survival period set forth in Clause 6.1 above, (Survival ); (bii) any Covered Environmental Losses relating to the Interests Interest to the extent that the Vendor is notified by the Purchaser of any such Covered Environmental Losses within five (5) years after the Closing Date; ; (ciii) Losses or Expenses to the Purchaser, the Purchaser Group Companies or the Company arising from: from (iA) the failure of the Purchaser Group Companies, immediately after the Closing Date, to be the owner of such ownership interests Interest in and to the Interests Interest as are necessary to enable the Purchaser Group Companies to own and operate the Interests Interest and/or the Vessel in substantially the same manner that the Interests Interest and/or the Vessel were owned and operated by the Vendor Group Companies immediately prior to the Closing Date; or Date or (iiB) the failure of the Purchaser Group Companies to have on the Closing Date any consent or governmental permit necessary to allow the Purchaser Group Companies to own or operate the Interests Interest in substantially the same manner that the Interests Interest were owned and operated by the Vendor Group Companies immediately prior to the Closing Date, in each of Clause 6.2.1(c)(iclauses (A) and Clause 6.2.1(c)(ii)(B) above, to the extent that the Vendor is notified by the Purchaser of such Losses or Expenses within three (3) years after the Closing Date; and and (div) all federal, state, foreign and local income tax liabilities attributable to the operation of the Interests Interest prior to the Closing Date. 6.2.2 (b) The aggregate liability of the Vendor under Clause 6.2.1 6.2(a) above shall not exceed $10 million10,000,000 (Ten Million United States Dollars). Furthermore, no claim may be made against the Vendor for indemnification pursuant to Clause 6.2.1 6.2(a) unless the aggregate dollar amount of all claims for indemnification pursuant to such Clause clause shall exceed $500,000500,000 (Five Hundred Thousand United States Dollars), in which case the Vendor shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000500,000 (Five Hundred Thousand United States Dollars).

Indemnification by the Vendor. 6.2.1 (a) The Vendor agrees, subject to the other terms and conditions of this Agreement and the Transaction Documents, to indemnify each of the Purchaser, the Purchaser Group Companies and the Company against and hold it harmless from any and all: all (ai) losses Losses and expenses Expenses to the Purchaser, any Purchaser Group Companies Company or the other Company Companies arising out of or related to the breach of any representation, warranty, covenant or agreement of the Vendor in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Transaction Documents, to the extent Vendor is notified by the Purchaser of such Losses or Expenses prior to expiration of the applicable survival period set forth in Clause 6.1 above, (Survival ); (bii) any Covered Environmental Losses relating to the Interests Assets to the extent that the Vendor is notified by the Purchaser of any such Covered Environmental Losses within five (5) years after the Closing Date; ; (ciii) Losses or Expenses to the Purchaser, the Purchaser Group Companies or the Company Companies arising from: from (iA) the failure of the Purchaser Group Companies, immediately after the Closing Date, to be the owner of such ownership interests in and to the Interests Assets as are necessary to enable the Purchaser Group Companies to own and operate the Interests Assets in substantially the same manner that the Interests Assets were owned and operated by the Vendor Group Companies immediately prior to the Closing Date; or Date or (iiB) the failure of the Purchaser Group Companies to have on the Closing Date any consent or governmental permit necessary to allow the Purchaser Group Companies to own or operate the Interests Assets in substantially the same manner that the Interests Assets were owned and operated by the Vendor Group Companies immediately prior to the Closing Date, in each of Clause 6.2.1(c)(iclauses (A) and Clause 6.2.1(c)(ii)(B) above, to the extent that the Vendor is notified by the Purchaser of such Losses or Expenses within three (3) years after the Closing Date; and and (div) all federal, state, foreign and local income tax liabilities attributable to the operation of the Interests Assets prior to the Closing Date. 6.2.2 (b) The aggregate liability of Vendor under Clause 6.2.1 6.2(a) above shall not exceed $10 million. Furthermore, no claim may be made against Vendor for indemnification pursuant to Clause 6.2.1 6.2(a) unless the aggregate dollar amount of all claims for indemnification pursuant to such Clause clause shall exceed $500,000, in which case Vendor shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000.

Indemnification by the Vendor. 6.2.1 The Vendor agrees, subject to the other terms and conditions of this Agreement and the Transaction Documents, to indemnify each of the Purchaser, the Purchaser Group Companies and the Company Target Companies against and hold it them harmless from any and all: (a) losses Losses and expenses Expenses to the Purchaser, any Purchaser Group Companies or the other any Target Company arising out of or related to the breach of any representation, warranty, covenant or agreement of the Vendor in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Transaction Documents, to the extent the Vendor is notified by the Purchaser of such Losses or Expenses prior to expiration of the applicable survival period set forth in Clause 6.1 (Survival Survival); (b) Covered Environmental Losses relating to the Interests to the extent that the Vendor is notified by the Purchaser of any such Covered Environmental Losses within five (5) years after the Closing Date; (c) Losses or and Expenses to the Purchaser, the Purchaser Group Companies or any of the Company Target Companies arising from: (i) the failure of the Purchaser Group Companies, immediately after the Closing Date, to be the owner of such ownership interests in and to the Interests as are necessary to enable the Purchaser Group Companies to own and operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date; or (ii) the failure of the Purchaser Group Companies to have on the Closing Date any consent or governmental permit necessary to allow the Purchaser Group Companies to own or operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date, in each of Clause 6.2.1(c)(i) and Clause 6.2.1(c)(ii), to the extent that the Vendor is notified by the Purchaser of such Losses or Expenses within three (3) years after the Closing Date; and; (d) all federal, state, foreign and local income tax liabilities attributable to the operation of the Interests prior to the Closing Date; (e) Losses and Expenses to the Purchaser, any Purchaser Group Companies or any Target Company arising out of or related to the Relevant Documents in respect of any obligations of the Vendor or the Target Companies arising prior to the Closing Date, including, without limitation any Losses and Expenses arising from the Outstanding Contractual Items. 6.2.2 The aggregate liability of the Vendor under Clause 6.2.1 Clauses 6.2.1(a) to (e) (inclusive) shall not exceed $10 million. Furthermore, no claim may be made against Vendor for indemnification pursuant to Clause 6.2.1 unless 10% of the aggregate dollar value of (a) the Consideration and (b) the amount of all claims for indemnification pursuant to such Clause shall exceed $500,000, in which case Vendor shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000Facility Agreement outstanding on the Closing Date.