Common use of Indemnity by the Vendors Clause in Contracts

Indemnity by the Vendors. Each Vendor will indemnify, defend and hold harmless the Purchaser and the respective current and former directors, officers and employees of the Purchaser and its Affiliates and their heirs, successors and assigns (the “Purchaser’s Indemnified Persons”) harmless from and against all documented Losses properly suffered or incurred by the Purchaser’s Indemnified Persons: (a) by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any material representation or warranty, or a failure to perform or observe fully any material covenant, agreement or obligation of, that Vendor in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by such Vendor; (b) arising out of or in connection with any liabilities or obligations of that Vendor relating to that Vendor’s Purchased Assets or otherwise encompassed in Section 2.7 of this Agreement; (c) arising out of or in connection with any and all claims of third parties relating to that Vendor’s Purchased Assets or the operation thereof at or before the respective Closing Date; (d) arising out of or in connection with any tax liabilities of that Vendor which has occurred or been initiated prior to delivery and relating to the Vendor’s Purchased Assets, including any assessment or re-assessment by a taxing authority of any tax return of that Vendor; or (e) arising out of or in connection with any Existing Conditions or Recommendations on Vessels sold to the Purchaser, including but not limited to: (i) the cost of any drydocking that is required as a direct result of any Existing Conditions or Recommendations; (ii) any loss of hire under, or by reason of the cancellation of, the Time Charter for such Vessel that directly results from any Existing Conditions or Recommendations and (iii) any damages from any action, suit or claim that directly results from any Existing Conditions or Recommendations. Any claim for indemnification made pursuant to Section 8.5(a) or (d) (other than a claim made under Sections 7.1 or 10.2) must be made within one year from the applicable Closing Date. Any claim for indemnification made pursuant to Section 8.5(b) or (c) must be made within two years from the applicable Closing Date of such Vessel. Any claim for indemnification made pursuant to Section 8.5(e) must: (i) result from a Loss properly suffered or incurred by a Purchaser Indemnified Person prior to the time such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class (as evidenced by the requisite classification certificates and national certificates) and (ii) be made within two years from the applicable Closing Date. Any claim for indemnification under Section 7.1 or 10.2 hereof must be made within the timeframe specified in Section 8.1 hereof.

Indemnity by the Vendors. Each Vendor will indemnify, defend and hold harmless the Purchaser and the respective current and former directors, officers and employees of the Purchaser and its Affiliates and their heirs, successors and assigns (the “Purchaser’s Indemnified Persons”) harmless from and against all documented Losses properly suffered or incurred by the Purchaser’s Indemnified Persons: (a) by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any material representation or warranty, or a failure to perform or observe fully any material covenant, agreement or obligation of, that Vendor in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by such Vendor; (b) arising out of or in connection with any liabilities or obligations of that Vendor relating to that Vendor’s Purchased Assets or otherwise encompassed in Section 2.7 2.8 of this Agreement; (c) arising out of or in connection with any and all claims of third parties relating to that Vendor’s Purchased Assets or the operation thereof at or before the respective Closing Date;Time of Closing; or (d) arising out of or in connection with any tax liabilities of that Vendor which has occurred or been initiated prior to delivery and relating to the Vendor’s Purchased Assets, including any assessment or re-assessment by a taxing authority of any tax return of that Vendor; or (e) arising out of or in connection with any Existing Conditions or Recommendations on Vessels sold to the Purchaser, including but not limited to: (i) the cost of any drydocking that is required as a direct result of any Existing Conditions or Recommendations; (ii) any loss of hire under, or by reason of the cancellation of, the Time Charter for such Vessel that directly results from any Existing Conditions or Recommendations and (iii) any damages from any action, suit or claim that directly results from any Existing Conditions or Recommendations. Any claim for indemnification made pursuant to Section 8.5(a) or (d) (other than a claim made under Sections 7.1 or 10.2) in respect of representations and warranties must be made within one year from the applicable Closing Date. Any claim for indemnification made pursuant to Section 8.5(b8.5(a) or in respect of covenants and obligations (cother than covenants and obligations under Sections 2.8, 7.1, 8 and 10.2) must be made within two years from the applicable Closing Date of such Vessel. Any claim for indemnification made pursuant to Section 8.5(e) must: (i) result from a Loss properly suffered or incurred by a Purchaser Indemnified Person prior to the time such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class (as evidenced by the requisite classification certificates and national certificates) and (ii) be made within two years from the applicable Closing Date. Any claim for indemnification in respect of covenants and obligations under Section 7.1 or 10.2 hereof must be made within the timeframe time specified in Section 8.1 hereof8.1. Any claim for indemnification made pursuant to Section 8.5(d) must be made within ten years from the applicable Closing Date. All other claims for indemnification pursuant to Section 8.5 may be made at any time.