Methane Princess. Unless the Methane Princess is delivered to 2215 Lessee on the date hereof free and clear of all liens other than Permitted Encumbrances (as defined in, and only to the extent permitted to remain after Closing under, the Merger Agreement) following the advancement and application of the Prepayment and Repayment Funds (as defined in the Closing Payment Funding Letter) and the consummation of the Closing (as defined in the Merger Agreement), GP Parent agrees that (i) the advancement and application of the Prepayment and Repayment Funds (as defined in the Closing Payment Funding Letter) will not give rise to any claim for breach or right of termination under the MP Time Charter by Methane Services Limited or BG International Limited, (ii) none of the advancement and payments made under the Closing Payment Funding Letter or the Merger Agreement will give rise to any tax liability not covered in the Tax Indemnity Agreement (as defined in the GP Transfer Agreement), which GP Parent and Parent are entering into concurrently with the execution of this Agreement, and (iii) GP Parent is liable for any taxes for which 2215 Lessee is otherwise liable under Sections 5.5 and 5.6 of the Sale Agreement in respect of the Methane Princess between 2215 Lessee and A&L CF June (3) Limited (the “MP Sale Agreement”). If the Methane Princess has not been delivered to 2215 Lessee on the date hereof free and clear of all liens other than Permitted Encumbrances (as defined in, and only to the extent permitted to remain after Closing under, the Merger Agreement) following the advancement and application of the Prepayment and Repayment Funds (as defined in the Closing Payment Funding Letter) and the consummation of the Closing (as defined in the Merger Agreement), or if 2215 Lessee becomes liable for taxes under Section 5.5 and/or 5.6 of the MP Sale Agreement, then GP Parent shall indemnify, defend and hold harmless Parent and each of its Affiliates from and against all losses, liabilities, damages, costs and expenses of every kind and nature (including reasonable attorneys’ fees) arising in connection with any failure of the foregoing statements in this Section 1.11 (i), (ii) and (iii), as applicable, to be true and correct.
