Common use of Seller Indemnities Clause in Contracts

Seller Indemnities. 14.1 Subject to Clause 14.2, from and after the Completion Date, the Seller shall indemnify, defend and hold harmless on an after-Tax basis the Purchaser and each of its respective officers, directors, employees, agents and Affiliates (including the Group Companies) (the "Purchaser Indemnitees"), from and against all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including the settlement of claims, reasonable attorneys', consultant and expert fees, the cost of investigation) which arise or result from or relate, directly or indirectly, to: 14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating to: (A) the presence of any Dangerous Substance in the Environment: (1) at, on, under, migrating from or migrating to any Real Property as of or prior to the Completion Date, or (2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (B) the discharge or emission of any Dangerous Substances in the Environment: (1) at or from the Real Property as of or prior to the Completion Date, or (2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; or (D) the violation of any applicable Environmental Law by the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date, Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions of Clause 14.2 and Schedule 9); 14.1.2 Unpaid Company Restructuring Expenses;

Seller Indemnities. 14.1 Subject to Clause 14.2, from and after the Completion Date, the Seller shall indemnify, defend and hold harmless on an after-Tax basis the Purchaser and each of its respective officers, directors, employees, agents and Affiliates (including the Group Companies) (the "Purchaser Indemnitees"), from and against all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including the settlement of claims, reasonable attorneys', consultant and expert fees, the cost of investigation) which arise or result from or relate, directly or indirectly, to: 14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating to: (A) the presence of any Dangerous Substance in the Environment: (1) at, on, under, migrating from or migrating to any Real Property as of or prior to the Completion Date, oror *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. (2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (B) the discharge or emission of any Dangerous Substances in the Environment: (1) at or from the Real Property as of or prior to the Completion Date, or (2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; or (D) the violation of any applicable Environmental Law by the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date, Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions of Clause 14.2 and Schedule 9); 14.1.2 Unpaid Company Restructuring Expenses;

Seller Indemnities. 14.1 Subject to Clause 14.2, With effect from and after the Completion Date, the Seller Sellers shall jointly and severally indemnify, defend defend, reimburse and hold harmless on an after-Tax basis the Purchaser Buyer and each of its respective officers, directors, employees, agents and Affiliates (including the Group Companieseach such Person, a “Buyer Indemnified Party”) (the "Purchaser Indemnitees"), from and against all claimsagainst, judgmentsand agree to defend promptly any Buyer Indemnified Party from, damages, penalties, fines, costs, liabilities and losses (including the settlement of claims, reasonable attorneys', consultant and expert fees, the cost of investigation) which arise or result from or relate, directly or indirectly, to: 14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating toreimburse any Buyer Indemnified Party for: (Aa) any and all Losses suffered or incurred by any Buyer Indemnified Party, resulting from any claims, Encumbrances, Indebtedness, liens, Liabilities and contingencies of the presence Constellation Group, including, but not limited to, Tax, labour, environmental, social security, civil, commercial, administrative and anti- corruption liabilities, as per Article 60 and other related provisions of Brazilian Bankruptcy Law and Applicable Laws; (b) any and all Losses related to any alleged or actual violation of any Dangerous Substance Anti-Corruption Laws by any member of the Constellation Group, claimed by, relating to or resulting from a claim by a competent Governmental Authority in the Environment: (1) atrelation to its business, onoperations, underproperties, migrating from assets or migrating to any Real Property as of or prior obligations in Brazil where such Losses are attributable to the Completion Date, or (2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (B) the discharge or emission of any Dangerous Substances in the Environment: (1) at or from the Real Property as of or prior to the Completion Date, or (2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; and (c) the Seller Relevant Percentage of any Losses suffered or incurred by any Buyer Indemnified Party which relate to or result from: (i) any claim or sanction by a Governmental Authority or any claim by Petrobras in relation to or resulting from a claim by a Governmental Authority (but excluding any Losses which relate to operational matters of the FPSO Assets which are under the control of JVO Companies) where such Losses (1) relate to the FPSO Assets and (2) are attributable to the Ownership Period; or (Dii) any Tax Assessment, (the violation of any applicable Environmental Law by “FPSO Assets Claims”, and “FPSO Assets Claim” shall be construed accordingly), (Clauses 8.1(a), 8.1(b) and 8.1(c) together, the “Seller Indemnities” and “Seller Indemnity” shall be construed accordingly), provided always that the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date, Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing Indemnities shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions provisions of Clause 14.2 and Schedule 9); 14.1.2 Unpaid Company Restructuring Expenses;6.