SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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         (b) any and all liabilities, obligations, damages, deficiencies and
expenses resulting from any actions, suits, proceedings, or demands taken or
made against any Purchaser Indemnitee, the Business or the Assets (i) by any
previous or existing equity holders of Manager, Seller, the Optioned-Vessel
Owning Companies or the Vessel Owning Company, (ii) by any other third party
having a previous or existing contractual or other relationship with Seller,
Stockholder or Manager or (iii) by Stockholder's spouse, arising out of or
relating to the Letter, this Agreement or the transactions contemplated hereby
and thereby;

         (c) any and all liabilities, obligations, damages, deficiencies and
expenses resulting from any actions, suits, proceedings, or demands listed in
Schedule 2.13;

         (d) any ad valorem taxes that Seller is responsible for paying under
Section 1.7;

         (e) any and all liabilities, obligations, damages, deficiencies and
expenses resulting from any action or suit or loss suffered or incurred by any
Purchaser Indemnitee resulting or arising from (i) any Environmental Claim and
(ii) any expenses (voluntary or involuntarily incurred) relating to
investigation, removal, cleanup and/or remediation of any Contaminant present at
or arising out of the operation of the Business or the Assets at any time before
the Closing Time;

         (f) any and all liabilities, obligations or losses that may be asserted
against any Purchaser Indemnitee that are related to or arising as a result of
the ownership of the Business, the Assets and/or the use and operation of the
Business and the Assets at any time before the Closing Time;

         (g) any Excluded Liabilities; and

         (h) all actions, suits, proceedings, demands, assessments, judgments,
costs and expenses, including reasonable attorneys' fees, incident to the
foregoing.

         10.2 INDEMNIFICATION OF SELLER INDEMNITEES. Buyer agrees to indemnify
and hold Seller Indemnitees (as defined below) harmless from and against:

         (a) any and all liabilities, obligations, damages, deficiencies and
expenses resulting from any misrepresentation, breach of warranty or
nonfulfillment of any covenant or agreement on the part of Buyer under the terms
of this Agreement;

         (b) any and all liabilities, obligations or losses arising as result of
Buyer's failure to discharge and perform the Assumed Contracts;

         (c) any and all liabilities, obligations, damages, deficiencies and
expenses resulting from any action or suit or loss suffered or incurred by any
Seller Indemnitee resulting or arising from (i) any Environmental Claim and (ii)
any expenses (voluntary or involuntarily incurred) relating to investigation,
removal, cleanup and/or remediation of any Contaminant arising out of the
operation of the Business or the Assets from and after the Closing Time;

         (d) any and all liabilities, obligations or losses arising as a result
of ownership of the Assets and/or the use and operation of the Assets from and
after the Closing Time; and



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