SEC Filings

HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document

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

         10.3 METHOD OF ASSERTING CLAIMS, ETC. The items listed in Section 10.1
and Section 10.2 are, net of any proceeds of insurance actually collected or tax
benefits actually received with respect thereto by a party seeking
indemnification, sometimes collectively referred to herein as "Damages";
provided that such reference shall be understood to mean the respective damages
from and against which Buyer and its officers, directors, stockholders, agents,
attorneys, direct and indirect parents and other affiliates (the "Purchaser
Indemnitees") or Seller, Manager and Stockholder and their respective officers,
directors, agents, attorneys, direct and indirect parents and other affiliates
(the "Seller Indemnitees"), as the case may be, are indemnified as the context
requires. The person claiming indemnification hereunder, whether a Purchaser
Indemnitee or a Seller Indemnitee, is sometimes referred to as the "Indemnified
Party" and the party against whom such claims are asserted hereunder is
sometimes referred to as the "Indemnifying Party." All claims for
indemnification by an Indemnified Party under Section 10.1 or Section 10.2
hereof, as the case may be, shall be asserted and resolved as follows:

         (a) If any claim or demand for which an Indemnifying Party would be
liable for Damages to an Indemnified Party hereunder is overtly asserted against
or sought to be collected from such Indemnified Party by a third party (a "Third
Party Claim"), such Indemnified Party shall with reasonable promptness (but in
no event later than thirty (30) days after the Third Party Claim is so asserted
or sought against the Indemnified Party) notify in writing the Indemnifying
Party of such Third Party Claim enclosing a copy of all papers served, if any,
and specifying the nature of and specific basis for such Third Party Claim and
the amount or the estimated amount thereof to the extent then feasible, which
estimate shall not be conclusive of the final amount of such Third Party Claim
(the "Claim Notice"). For this purpose the commencement of any audit or other
investigation for Taxes concerning the Business or Assets shall constitute a
Third Party Claim. Notwithstanding the foregoing, failure to so provide a Claim
Notice as provided above shall not relieve the Indemnifying Party from its
obligation to indemnify the Indemnified Party with respect to any such Third
Party Claim except to the extent that a failure to so notify the Indemnifying
Party in reasonably sufficient time prejudices the Indemnifying Party's ability
to defend against the Third Party Claim. The Indemnifying Party shall have
thirty (30) days from delivery of the Claim Notice (the "Notice Period") to
notify the Indemnified Party (i) whether or not the Indemnifying Party disputes
the liability of the Indemnifying Party to the Indemnified Party hereunder with
respect to such Third Party Claim and (ii) whether or not the Indemnifying Party
desires, at the sole cost and expense of the Indemnifying Party, to defend the
Indemnified Party against such Third Party Claim.

         (b) If the Indemnifying Party notifies the Indemnified Party within the
Notice Period that the Indemnifying Party does not dispute its liability to the
Indemnified Party and that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Article
10, then the Indemnifying Party shall have the right to defend, at its sole cost
and expense, such Third Party Claim by all appropriate proceedings, which
proceedings shall be diligently prosecuted by the Indemnifying Party to a final
conclusion or settled at the discretion of the Indemnifying Party (but only if
the Indemnifying Party is liable hereunder to the Indemnified Party for the full
amount of, and all obligations under, such settlement; otherwise, no such
settlement shall be agreed to without the prior written consent of the
Indemnified Party).