Further Indemnities. (a) Whether or not any of the transactions contemplated hereby are consummated, the Charterers shall, in addition to the provisions under Clause 17 (Indemnity) (Part II) of this Charter, indemnify, protect, defend and hold harmless the Owners and the Finance Parties and their respective officers, directors, agents and employees (collectively, the "Indemnitees") throughout the Agreement Term from, against and in respect of, any and all liabilities, obligations, losses, damages, penalties, fines, fees, claims, actions, proceedings, judgement, order or other sanction, lien, salvage, general average, suits, costs, expenses and disbursements, including reasonable legal fees and expenses, of whatsoever kind and nature (collectively, the "Expenses"), imposed on, suffered or incurred by or asserted against any Indemnitee, in any way relating to, resulting from or arising out of or in connection with, in each case, directly or indirectly, any one or more of the following: (i) this Charter and any other Transaction Documents and any amendment, supplement or modification thereof or thereto requested by the Charterers; (ii) the Vessel or any part thereof, including with respect to: (A) the ownership of, manufacture, design, possession, use or non-use, operation, maintenance, testing, repair, overhaul, condition, alteration, modification, addition, improvement, storage, seaworthiness, replacement, repair of the Vessel or any part (including, in each case, latent or other defects, whether or not discoverable and any claim for patent, trademark, or copyright infringement and all liabilities, obligations, losses, damages and claims in any way relating to or arising out of spillage of cargo or fuel, out of injury to persons, properties or the environment or strict liability in tort); (B) any claim or penalty arising out of violations of applicable law by the Charterers or any Sub-Charterers; (C) death or property damage of shippers or others; (D) any liens in respect of the Vessel or any part thereof (save for those in favour of the Finance Parties); or (E) any registration and/or tonnage fees (whether periodic or not) in respect of the Vessel payable to any registry of ships; (iii) any breach of or failure to perform or observe, or any other non-compliance with, any covenant or agreement or other obligation to be performed by the Charterers under any Transaction Document to which they are a party or the falsity of any representation or warranty of the Charterers in any Transaction Document to which they are a party or the occurrence of any Termination Event; (iv) in connection with: (A) preventing or attempting to prevent the arrest, confiscation, seizure, taking and execution, requisition, impounding, forfeiture or detention of the Vessel; or (B) in securing or attempting to secure the release of the Vessel, in each case in connection with the exercise of the rights of a holder of a lien created by the Charterers; (v) incurred or suffered by the Owners in: (A) procuring the delivery of the Vessel to the Charterers under Clause 35 (Delivery); (B) recovering possession of the Vessel following termination of this Charter under Clause 51 (Termination Events); (C) arranging for a sale of the Vessel in accordance with Clause 55 (Sale of Vessel by the Owners); (D) arranging for a transfer of the title of the Vessel in accordance with paragraphs (d) to (h) of Clause 54 (Purchase Option and early termination, purchase obligation and transfer of title); or (E) the Charterers' act or omission arising out of or in connection with the Sales Agency; (vi) arising from the Master or officers of the Vessel or the Charterers' agents signing bills of lading or other documents; and (vii) in connection with: (A) the arrest, seizure, taking into custody or other detention by any court or other tribunal or by any governmental entity; or (B) subjection to distress by reason of any process, claim, exercise of any rights conferred by a lien or by any other action whatsoever, of the Vessel which are expended, suffered or incurred as a result of or in connection with any claim or against, or liability of, the Charterers or any other member of the Charterers' group, together with any costs and expenses or other outgoings which may be paid or incurred by the Owners in releasing the Vessel from any such arrest, seizure, custody, detention or distress. (b) The indemnities contained in paragraph (a) above shall not extend to Expenses that: (i) are caused by wilful misconduct or recklessness on the part of the Indemnitee who would otherwise seek to claim the benefit of such indemnities or, in circumstances where such Expenses arise in connection with a payment owing to an Indemnitee, if such payment was made in due time but was not accounted for by such Indemnitee as a result of an error or omission on their part; (ii) are caused by any failure on the part of the Owners to comply with any of their obligations under any of the Transaction Documents; (iii) constitute a cost which is expressly to be borne by the Owners under any other provision of this Charter or any other Transaction Documents; (iv) in respect of which the Owners are entitled to be, or have been, indemnified under any other provision of this Charter; (v) to the extent that such Expenses arise out of or in connection with an Owners' Encumbrance; (vi) to the extent that such Expenses would be a loss of profit derived from loss of a business opportunity; and/or (vii) (except in circumstances where the Charterers or their nominee purchases the Vessel pursuant to Clause 54 (Purchase Option and early termination, purchase obligation and transfer of title)) arise out of or are in connection with any event or circumstance which: (A) occurs after the end of the Agreement Term; and (B) (1) is not in any way directly or indirectly attributable to, or (2) does not occur as a consequence of or in connection with, any event, circumstance, action or omission which occurred during the Agreement Term. (c) In addition: (i) if the Owners or other Indemnitee shall have actually and unconditionally received reimbursement from insurers appointed and paid for by the Charterers for an Expense which has already been satisfied in full by the Charterers, then the Owners shall procure that the Charterers are reimbursed for an amount equal to the amount received from the insurers; and (ii) if the Charterers have indemnified the Owners or any other Indemnitee in full in relation to an Expense which may be recoverable by any insurances the coverage of which have been arranged and paid for by the Charterers, then: (A) provided that no Termination Event has occurred and is continuing; and (B) provided that the Owners or such other Indemnitee (if such Indemnitee so requests) is secured to its satisfaction against any other Expense it may incur by virtue of the Charterers exercising such rights of subrogation, the Charterers shall, to the extent permissible under the relevant laws and regulations and subject to the rights of the relevant insurers, be subrogated to the claim of the Owners or such other Indemnitee in relation to such Expense. (d) In connection with the indemnities in favour of any Indemnitee under this Charter: (i) the Owners will as soon as reasonably practicable notify the Charterers if a claim is made, or if they become aware that a claim may be made against the Owners or any other Indemnitee which may give rise to Expenses in respect of which the Owners or any other Indemnitee is or may become entitled to an indemnity under paragraph (a) above; (ii) a notification under sub-paragraph (i) above shall give such reasonable details as the Owners or the other Indemnitee then has regarding the claim or potential claim and any Expenses or potential Expenses; and (iii) if the claim or potential claim may give rise to Expenses in respect of which the liability of the Owners or such other Indemnitee is fully insured under the protection and indemnity insurances relating to the Vessel which are arranged or paid for by the Charterers: (A) the Owners will act, and will procure that any other Indemnitee will act, in accordance with the directions of the protection and indemnity club or association in which the Vessel is entered in relation to defending, accepting or settling that claim; and (B) the Owners will not, and will procure that no other Indemnitee will, settle any claim or discharge and pay any court judgment or administrative penalty in respect of that claim unless: (1) it has negotiated with the Charterers in good faith for a period ending no later than two (2) Business Days before the due date for payment of the relevant Expenses in relation to the claim; and (2) if, after the negotiations referred to in sub-paragraph (1) above, the Owners and the Charterers do not agree that there are reasonable grounds for disputing such claim or for a successful appeal against such judgment or penalty (as appropriate), the Charterers have the right to, at their own costs, seek an opinion from leading counsel as to whether there is more than a fifty per cent. (50%) chance of successfully disputing the action or for such an appeal to be successful (and if such leading counsel is of such opinion, the Owners will not settle the claim or discharge or pay the applicable judgment), provided however that if such leading counsel is of the opinion that there is a less than fifty per cent. (50%) chance of successfully disputing the action or for such an appeal to be successful, then the Owners shall be entitled to settle the claim or discharge or pay the court judgment or administrative penalty, as the case may be. (e) The Charterers shall be entitled (subject to the Charterers complying in all respect with their obligations under this Charter and the other Transaction Documents and at the Charterers' own costs) to (x) take such lawful and proper actions as the Charterers reasonably deems fit to defend, avoid or mitigate any Expenses, or (y) to take such action in the name of the Owners or other relevant Indemnitee to defend, avoid or mitigate any Expenses, provided always that the Charterers' ability to take action in the name of the Owners or such other Indemnitee shall be subject to: (i) the Owners or such other Indemnitee first being indemnified to the satisfaction of the Owners, acting reasonably, against all Expenses incurred and from time to time reasonably anticipated to be incurred in connection therewith; (ii) if court proceedings have been commenced against a third party which is not the Owners nor an Indemnitee, the Owners shall permit the Charterers to (at the Charterers' own costs) have the full conduct of the court proceedings, or to instigate a counterclaim in the name of the Owners or the relevant Indemnitee, but the Charterers shall (A) consult with the Owners and keep the Owners fully informed in relation to their conduct, and (B) give timely notice to the Owners of any meetings with counsel or attendances at court, and the Owners, the relevant Indemnitee and their respective officers, directors and advisers shall be entitled to attend any such meetings or court attendances. Without limiting the generality of this paragraph (e), the Owners shall, at the cost of the Charterers and to the extent permissible under all relevant laws and regulations, do such acts as the Charterers may reasonably request with a view to assisting the Charterers in taking actions to defend, mitigate or avoid any liability. (f) The Charterers shall pay to the Owners promptly on the Owners' written demand the amount of all costs and expenses (including reasonable legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Transaction Document including (without limitation) (i) any losses, costs and expenses which the Owners may from time to time sustain, incur or become liable for by reason of the Owners being deemed by any court or authority to be an operator, or in any way concerned in the operation, of the Vessel and (ii) collecting and recovering the proceeds of any claim under any of the Insurances. (g) Without prejudice to any right to damages or other claim which either party may, at any time, have against the other hereunder, it is hereby agreed and declared that the indemnities of the Owners by the Charterers contained in this Charter shall continue in full force and effect for a period of twenty four (24) months after the Agreement Term.
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Sources: Memorandum of Agreement (Teekay LNG Partners L.P.), Memorandum of Agreement (Teekay LNG Partners L.P.)
Further Indemnities. (a) Whether or not any of the transactions contemplated hereby are consummated, the Charterers shall, in addition to the provisions under Clause 17 (Indemnity) (Part II) of this Charter, indemnify, protect, defend and hold harmless the Owners and the Finance Parties and their respective officers, directors, agents and employees (collectively, the "Indemnitees") throughout the Agreement Term from, against and in respect of, any and all liabilities, obligations, losses, damages, penalties, fines, fees, claims, actions, proceedings, judgement, order or other sanction, lien, salvage, general average, suits, costs, expenses and disbursements, including reasonable legal fees and expenses, of whatsoever kind and nature (collectively, the "Expenses"), imposed on, suffered or incurred by or asserted against any Indemnitee, in any way relating to, resulting from or arising out of or in connection with, in each case, directly or indirectly, any one or more of the following:
(i) this Charter and any other Transaction Documents and any amendment, supplement or modification thereof or thereto requested by the Charterers;
(ii) the Vessel or any part thereof, including with respect to:
(A) the ownership of, manufacture, design, possession, use or non-use, operation, maintenance, testing, repair, overhaul, condition, alteration, modification, addition, improvement, storage, seaworthiness, replacement, repair of the Vessel or any part (including, in each case, latent or other defects, whether or not discoverable and any claim for patent, trademark, or copyright infringement and all liabilities, obligations, losses, damages and claims in any way relating to or arising out of spillage of cargo or fuel, out of injury to persons, properties or the environment or strict liability in tort);
(B) any claim or penalty arising out of violations of applicable law by the Charterers or any Sub-Charterers;
(C) death or property damage of shippers or others;
(D) any liens in respect of the Vessel or any part thereof (save for those in favour of the Finance Parties); or
(E) any registration and/or tonnage fees (whether periodic or not) in respect of the Vessel payable to any registry of ships;
(iii) any breach of or failure to perform or observe, or any other non-compliance with, any covenant or agreement or other obligation to be performed by the Charterers under any Transaction Document to which they are a party or the falsity of any representation or warranty of the Charterers in any Transaction Document to which they are a party or the occurrence of any Termination Event;
(iv) in connection with:
(A) preventing or attempting to prevent the arrest, confiscation, seizure, taking and execution, requisition, impounding, forfeiture or detention of the Vessel; or
(B) in securing or attempting to secure the release of the Vessel, in each case in connection with the exercise of the rights of a holder of a lien created by the Charterers;
(v) incurred or suffered by the Owners in:
(A) procuring the delivery of the Vessel to the Charterers under Clause 35 (Delivery);
(B) recovering possession of the Vessel following termination of this Charter under Clause 51 (Termination Events);
(C) arranging for a sale of the Vessel in accordance with Clause 55 (Sale of Vessel by the Owners);
(D) arranging for a transfer of the title of the Vessel in accordance with paragraphs (d) to (h) of Clause 54 (Purchase Option and early termination, purchase obligation and transfer of title); or
(E) the Charterers' act or omission arising out of or in connection with the Sales Agency;
(vi) arising from the Master or officers of the Vessel or the Charterers' agents signing bills of lading or other documents; and
(vii) in connection with:
(A) the arrest, seizure, taking into custody or other detention by any court or other tribunal or by any governmental entity; or
(B) subjection to distress by reason of any process, claim, exercise of any rights conferred by a lien or by any other action whatsoever, of the Vessel which are expended, suffered or incurred as a result of or in connection with any claim or against, or liability of, the Charterers or any other member of the Charterers' group, together with any costs and expenses or other outgoings which may be paid or incurred by the Owners in releasing the Vessel from any such arrest, seizure, custody, detention or distress.
(b) The indemnities contained in paragraph (a) above shall not extend to Expenses that:
(i) are caused by wilful misconduct or recklessness on the part of the Indemnitee who would otherwise seek to claim the benefit of such indemnities or, in circumstances where such Expenses arise in connection with a payment owing to an Indemnitee, if such payment was made in due time but was not accounted for by such Indemnitee as a result of an error or omission on their part;
(ii) are caused by any failure on the part of the Owners to comply with any of their obligations under any of the Transaction Documents;
(iii) constitute a cost which is expressly to be borne by the Owners under any other provision of this Charter or any other Transaction Documents;
(iv) in respect of which the Owners are entitled to be, or have been, indemnified under any other provision of this Charter;
(v) to the extent that such Expenses arise out of or in connection with an Owners' Encumbrance;
(vi) to the extent that such Expenses would be a loss of profit derived from loss of a business opportunity; and/or
(vii) (except in circumstances where the Charterers or their nominee purchases the Vessel pursuant to Clause 54 (Purchase Option and early termination, purchase obligation and transfer of title)) arise out of or are in connection with any event or circumstance which:
(A) occurs after the end of the Agreement Term; and
(B) (1) is not in any way directly or indirectly attributable to, or (2) does not occur as a consequence of or in connection with, any event, circumstance, action or omission which occurred during the Agreement Term.
(c) In addition:
(i) if the Owners or other Indemnitee shall have actually and unconditionally received reimbursement from insurers appointed and paid for by the Charterers for an Expense which has already been satisfied in full by the Charterers, then the Owners shall procure that the Charterers are reimbursed for an amount equal to the amount received from the insurers; and
(ii) if the Charterers have indemnified the Owners or any other Indemnitee in full in relation to an Expense which may be recoverable by any insurances the coverage of which have been arranged and paid for by the Charterers, then:
(A) provided that no Termination Event has occurred and is continuing; and
(B) provided that the Owners or such other Indemnitee (if such Indemnitee so requests) is secured to its satisfaction against any other Expense it may incur by virtue of the Charterers exercising such rights of subrogation, the Charterers shall, to the extent permissible under the relevant laws and regulations and subject to the rights of the relevant insurers, be subrogated to the claim of the Owners or such other Indemnitee in relation to such Expense.
(d) In connection with the indemnities in favour of any Indemnitee under this Charter:
(i) the Owners will as soon as reasonably practicable notify the Charterers if a claim is made, or if they become aware that a claim may be made against the Owners or any other Indemnitee which may give rise to Expenses in respect of which the Owners or any other Indemnitee is or may become entitled to an indemnity under paragraph (a) above;
(ii) a notification under sub-paragraph (i) above shall give such reasonable details as the Owners or the other Indemnitee then has regarding the claim or potential claim and any Expenses or potential Expenses; and
(iii) if the claim or potential claim may give rise to Expenses in respect of which the liability of the Owners or such other Indemnitee is fully insured under the protection and indemnity insurances relating to the Vessel which are arranged or paid for by the Charterers:
(A) the Owners will act, and will procure that any other Indemnitee will act, in accordance with the directions of the protection and indemnity club or association in which the Vessel is entered in relation to defending, accepting or settling that claim; and
(B) the Owners will not, and will procure that no other Indemnitee will, settle any claim or discharge and pay any court judgment or administrative penalty in respect of that claim unless:
(1) it has negotiated with the Charterers in good faith for a period ending no later than two (2) Business Days before the due date for payment of the relevant Expenses in relation to the claim; and
(2) if, after the negotiations referred to in sub-paragraph (1) above, the Owners and the Charterers do not agree that there are reasonable grounds for disputing such claim or for a successful appeal against such judgment or penalty (as appropriate), the Charterers have the right to, at their own costs, seek an opinion from leading counsel as to whether there is more than a fifty per cent. (50%) chance of successfully disputing the action or for such an appeal to be successful (and if such leading counsel is of such opinion, the Owners will not settle the claim or discharge or pay the applicable judgment), provided however that if such leading counsel is of the opinion that there is a less than fifty per cent. (50%) chance of successfully disputing the action or for such an appeal to be successful, then the Owners shall be entitled to settle the claim or discharge or pay the court judgment or administrative penalty, as the case may be.
(e) The Charterers shall be entitled (subject to the Charterers complying in all respect with their obligations under this Charter and the other Transaction Documents and at the Charterers' own costs) to (x) take such lawful and proper actions as the Charterers reasonably deems fit to defend, avoid or mitigate any Expenses, or (y) to take such action in the name of the Owners or other relevant Indemnitee to defend, avoid or mitigate any Expenses, provided always that the Charterers' ability to take action in the name of the Owners or such other Indemnitee shall be subject to:
(i) the Owners or such other Indemnitee first being indemnified to the satisfaction of the Owners, acting reasonably, against all Expenses incurred and from time to time reasonably anticipated to be incurred in connection therewith;
(ii) if court proceedings have been commenced against a third party which is not the Owners nor an Indemnitee, the Owners shall permit the Charterers to (at the Charterers' own costs) have the full conduct of the court proceedings, or to instigate a counterclaim in the name of the Owners or the relevant Indemnitee, but the Charterers shall (A) consult with the Owners and keep the Owners fully informed in relation to their conduct, and (B) give timely notice to the Owners of any meetings with counsel or attendances at court, and the Owners, the relevant Indemnitee and their respective officers, directors and advisers shall be entitled to attend any such meetings or court attendances. Without limiting the generality of this paragraph (e), the Owners shall, at the cost of the Charterers and to the extent permissible under all relevant laws and regulations, do such acts as the Charterers may reasonably request with a view to assisting the Charterers in taking actions to defend, mitigate or avoid any liability.
(f) The Charterers shall pay to the Owners promptly on the Owners' written demand the amount of all costs and expenses (including reasonable legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Transaction Document including (without limitation) (i) any losses, costs and expenses which the Owners may from time to time sustain, incur or become liable for by reason of the Owners being deemed by any court or authority to be an operator, or in any way concerned in the operation, of the Vessel and (ii) collecting and recovering the proceeds of any claim under any of the Insurances.
(g) Without prejudice to any right to damages or other claim which either party may, at any time, have against the other hereunder, it is hereby agreed and declared that the indemnities of the Owners by the Charterers contained in this Charter shall continue in full force and effect for a period of twenty four (24) months after the Agreement Term.
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