Common use of Indemnification of the Parties Clause in Contracts

Indemnification of the Parties. (a) Subject to the limitations set forth in this Section 8, each party (the “Indemnifying Party”) shall indemnify and shall hold harmless each other party (the “Indemnified Parties”) and its respective officers, directors, agents, attorneys and employees, and each Person, if any, who controls or may control such Indemnified Party from and against any liability, loss, cost, expense, claim, lien or other damage, including reasonable attorneys’ fees and expenses and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (all of the foregoing items for purposes of this Agreement are referred to as “Damages”), resulting from, arising out of or incurred with respect to: (i) any misrepresentation or breach or default of any representation or warranty given or made by (A) the Company in Sections 4.1 (Organization and Qualification), 4.2 (Authority and Binding Obligation), 4.3 (Capitalization), 4.6 (Financial Information; No Liabilities), 4.13 (Litigation), 4.16 (Brokers’ and Finders’ Fees), 4.20 (View to Operate) or 4.21 (No Material Untrue Statements); or (B) the Purchaser in Sections 5.1 (Organization and Qualification), 5.2 (Authority and Binding Obligation), or 5.4 (Brokers’ and Finders’ Fee); and (ii) any failure of the Indemnifying Party to perform or observe any covenant or agreement contained herein on their part to be performed or observed. (b) The Sellers’ Representative shall also indemnify and hold the Purchaser Indemnified Parties harmless from and against any Damages resulting from, arising out of or incurred with respect to: (i) any Transaction Expenses which are not paid on or prior to the Closing Date; and (ii) any indebtedness or liabilities that are not included in the final determination of the indebtedness or liabilities or Transaction Expenses pursuant to Section 2.4.

Indemnification of the Parties. (a) Subject to the limitations set forth in this Section 8, each party (the “Indemnifying Party”) shall indemnify and shall hold harmless each other party (the “Indemnified Parties”) and its respective officers, directors, agents, attorneys and employees, and each Person, if any, who controls or may control such Indemnified Party from and against any liability, loss, cost, expense, claim, lien or other damage, including reasonable attorneys’ fees and expenses and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (all of the foregoing items for purposes of this Agreement are referred to as “Damages”), resulting from, arising out of or incurred with respect to: (i) any misrepresentation or breach or default of any representation or warranty given or made by (A) the Company in Sections 4.1 (Organization and Qualification), 4.2 (Authority and Binding Obligation), 4.3 (Capitalization), 4.6 (Financial Information; No Liabilities), 4.13 (Litigation), 4.16 (Brokers’ and Finders’ Fees), 4.20 (View to Operate) or 4.21 (No Material Untrue Statements); or (B) the Purchaser in Sections 5.1 (Organization and Qualification), 5.2 (Authority and Binding Obligation), or 5.4 (Brokers’ and Finders’ Fee); and (ii) any failure of the Indemnifying Party to perform or observe any covenant or agreement contained herein on their part to be performed or observed. (b) The Sellers’ Representative shall also indemnify and hold the Purchaser Indemnified Parties harmless from and against any Damages resulting from, arising out of or incurred with respect to: (i) any Transaction Expenses which are not paid on or prior to the Closing Date; and (ii) any indebtedness or liabilities that are not included in the final determination of the indebtedness or liabilities or Transaction Expenses pursuant to Section 2.42.5.

Indemnification of the Parties. Each party, whether the Seller and Stockholders on the one hand, who shall be jointly and severally responsible for the indemnification obligations as provided herein, or the Purchaser (a) Subject to the limitations set forth in this Section 8, each party (the “Indemnifying Party”) ), shall defend (with counsel reasonably acceptable to the Indemnified Party), indemnify and shall hold harmless each the other party party, its directors, officers, employees, partners and shareholders, and its successors and assigns (the “Indemnified Parties”) from and against any and all costs, losses, claims, liabilities, fines, expenses, penalties, and damages (including, without limitation, interest, reasonable legal and accounting fees, court costs and fees and costs on appeal, costs of arbitration and disbursements of counsel) (“Damages”) reasonably incurred by an Indemnified Party as a proximate result of: (i) Any breach, violation, misrepresentation, failure to satisfy, or other default in any respect of any warranty, covenant or representation provided by the Indemnifying Party in this Agreement or in any other agreement, document, instrument, schedule, exhibit or certificate executed and delivered pursuant hereto. (ii) With regard to the Seller as Indemnifying Party, any liability, claim, demand, judgment or expense arising out of (A) the ownership, use or operation of the Assets or the Drilling Business, including, without limitation, the violation of any law, rule or regulation, and including any liability arising out of or attributable to acts or omissions with respect to the Drilling Contracts and the Ancillary Agreements, arising out of occurrences, acts or omissions prior to the Closing Date; and (B) any item disclosed on Schedules 6(f), 6(m) and 6(o). (iii) With regard to the Purchaser as Indemnifying Party, any liability, claim, demand, judgment or expense arising out of the ownership, use or operation of the Assets, including, without limitation, the violation of any law, rule or regulation, and including any liability arising out of or attributable to acts or omissions with respect to the Drilling Contracts and the Ancillary Agreements, arising out of occurrences, acts or omissions after the Closing Date. (iv) The presence, management, production, refinement, manufacture, processing, distribution, use, treatment, sale, storage, disposal, transportation or handling, or the emission, discharge, release, or threatened release of any hazardous substances caused or suffered by the Indemnifying Party; any death, personal injury or property damage (real or personal) arising out of or related to such hazardous substances; any action, suit, proceeding or investigation brought or threatened, settlement reached or governmental order relating to such hazardous substances; and any violation of any law by the Indemnifying Party or its respective officers, directors, agents, attorneys and employees, and each Person, if any, who controls employees or may control such Indemnified Party from and against any liability, loss, cost, expense, claim, lien or other damage, including reasonable attorneys’ fees and expenses and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (all of the foregoing items for purposes of this Agreement are referred to as “Damages”), resulting from, arising out of or incurred with respect to: (i) any misrepresentation or breach or default of any representation or warranty given or made by (A) the Company in Sections 4.1 (Organization and Qualification), 4.2 (Authority and Binding Obligation), 4.3 (Capitalization), 4.6 (Financial Information; No Liabilities), 4.13 (Litigation), 4.16 (Brokers’ and Finders’ Fees), 4.20 (View to Operate) or 4.21 (No Material Untrue Statements); or (B) the Purchaser in Sections 5.1 (Organization and Qualification), 5.2 (Authority and Binding Obligation), or 5.4 (Brokers’ and Finders’ Fee); and (ii) any failure of the Indemnifying Party to perform or observe any covenant or agreement contained herein on their part to be performed or observedrepresentatives. (b) The Sellers’ Representative shall also indemnify and hold the Purchaser Indemnified Parties harmless from and against any Damages resulting from, arising out of or incurred with respect to: (i) any Transaction Expenses which are not paid on or prior to the Closing Date; and (ii) any indebtedness or liabilities that are not included in the final determination of the indebtedness or liabilities or Transaction Expenses pursuant to Section 2.4.