Common use of Seadrill Indemnification Clause in Contracts

Seadrill Indemnification. Subject to the provisions of Section 6.2 and Section 6.3, Seadrill shall indemnify, defend and hold harmless the Company Group from and against: (a) any Covered Environmental Losses relating to the assets contributed by the Seadrill Entities to the Company Group prior to or on the Closing Date (the “Contribution Assets”) to the extent that Seadrill is notified by the Company of any such Covered Environmental Losses within five (5) years after the Closing Date; (b) Losses to the Company Group arising from (i) the failure of the Company Group, immediately after the Closing Date, to be the owner of such valid leasehold interests or fee ownership interests in and to the Contribution Assets as are necessary to enable the Company Entities to own and operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Seadrill Entities immediately prior to the respective dates on which each such Contribution Asset was acquired by the Company Entities or (ii) the failure of the Company Entities to have by the Closing Date any consent or governmental permit necessary to allow the Company Entities to own or operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Seadrill Entities immediately prior to the respective dates on which each such Contribution Asset was acquired by the Company Entities, in each of clauses (b)(i) and (b)(ii) above, to the extent that Seadrill is notified by the Company of such Losses within three (3) years after the Closing Date; and (c) all federal, state, foreign and local income tax liabilities attributable to the operation of the Contribution Assets prior to the Closing Date, including any such income tax liabilities of the Seadrill Entities that may result from the consummation of the formation transactions for the Company Group and the Company, but excluding any federal, state, foreign and local income taxes reserved on the books of the Company Group on the Closing Date.

Seadrill Indemnification. Subject to the provisions of Section 6.2 and Section 6.3, Seadrill shall indemnify, defend and hold harmless the Company Group from and against: (a%3) any Covered Environmental Losses relating to the assets contributed by the Seadrill Entities to the Company Group prior to or on the Closing Date (the “Contribution Assets”) to the extent that Seadrill is notified by the Company of any such Covered Environmental Losses within five (5) years after the Closing Date; (b%3) Losses to the Company Group arising from (i) the failure of the Company Group, immediately after the Closing Date, to be the owner of such valid leasehold interests or fee ownership interests in and to the Contribution Assets as are necessary to enable the Company Entities to own and operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Seadrill Entities immediately prior to the respective dates on which each such Contribution Asset was acquired by the Company Entities or (ii) the failure of the Company Entities to have by the Closing Date any consent or governmental permit necessary to allow the Company Entities to own or operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Seadrill Entities immediately prior to the respective dates on which each such Contribution Asset was acquired by the Company Entities, in each of clauses (b)(i) and (b)(ii) above, to the extent that Seadrill is notified by the Company of such Losses within three (3) years after the Closing Date; and (c%3) all federal, state, foreign and local income tax liabilities attributable to the operation of the Contribution Assets prior to the Closing Date, including any such income tax liabilities of the Seadrill Entities that may result from the consummation of the formation transactions for the Company Group and the Company, but excluding any federal, state, foreign and local income taxes reserved on the books of the Company Group on the Closing Date.

Seadrill Indemnification. Subject to the provisions of Section 6.2 and Section 6.3, Seadrill shall indemnify, defend and hold harmless the Company Group from and against: (a) any Covered Environmental Losses relating to the assets contributed by the Seadrill Entities to the Company Group prior to or on the Closing Date (the “Contribution Assets”) to the extent that Seadrill is notified by the Company of any such Covered Environmental Losses within five (5) years after the Closing Date; (b) Losses to the Company Group arising from (i) the failure of the Company Group, immediately after the Closing Date, to be the owner of such valid leasehold interests or fee ownership interests in and to the Contribution Assets as are necessary to enable the Company Entities to own and operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Seadrill Entities immediately prior to the respective dates on which each such Contribution Asset was acquired by the Company Entities or (ii) the failure of the Company Entities to have by the Closing Date any consent or governmental permit necessary to allow the Company Entities to own or operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Seadrill Entities immediately prior to the respective dates on which each such Contribution Asset was acquired by the Company Entities, in each of clauses (b)(i) and (b)(ii) above, to the extent that Seadrill is notified by the Company of such Losses within three (3) years after the Closing Date; and (c) all federal, state, foreign and local income tax liabilities attributable to the operation of the Contribution Assets prior to the Closing Date, including any such income tax liabilities of the Seadrill Entities that may result from the consummation of the formation transactions for the Company Group and the Company, but excluding any federal, state, foreign and local income taxes reserved on the books of the Company Group on the Closing Date.Date.‌‌