SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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If the Indemnifying Party is liable hereunder to the Indemnified Party for the
full amount of such Third Party Claim, the Indemnifying Party shall have full
control of such defense and proceedings, including any compromise or settlement
thereof; provided, however, that the Indemnified Party is hereby authorized, at
the sole cost and expense of the Indemnifying Party (but only if the Indemnified
Party is actually entitled to indemnification hereunder or if the Indemnifying
Party assumes the defense with respect to the Third Party Claim), to file during
the Notice Period any motion, answer or other pleadings which the Indemnified
Party shall deem necessary or appropriate to protect its interests or those of
the Indemnifying Party and not prejudicial to the Indemnifying Party (it being
understood and agreed that if an Indemnified Party takes any such action which
is prejudicial and conclusively causes a final adjudication which is adverse to
the Indemnifying Party, the Indemnifying Party shall be relieved of its
obligations hereunder with respect to such Third Party Claim); and provided
further, that if requested by the Indemnifying Party, the Indemnified Party
agrees, at the sole cost and expense of the Indemnifying Party, to cooperate
with the Indemnifying Party and its counsel in contesting any Third Party Claim
which the Indemnifying Party elects to contest, or, if appropriate and related
to the Third Party Claim in question, in making any counterclaim against the
person asserting the Third Party Claim, or any cross-complaint against any
person. The Indemnified Party may participate in, but not control (except if the
Indemnifying Party is not liable hereunder to the Indemnified Party for the full
amount of such Third Party Claim, in which case whichever of the Indemnifying
Party or the Indemnified Party is liable for the largest amount of Damages with
respect to the Third Party Claim shall control), any defense or settlement of
any Third Party Claim with respect to which the Indemnifying Party is
participating pursuant to this Section 10.3(b), and except as provided in the
preceding sentence, the Indemnified Party shall bear its own costs and expenses
with respect to such participation.

         (c) If the Indemnifying Party fails to notify 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 pursuant to this Article 10, then the Indemnified
Party shall have the right to defend, at the sole cost and expense of the
Indemnifying Party, the Third Party Claim by all appropriate proceedings, which
proceedings shall be promptly and vigorously prosecuted by the Indemnified Party
to a final conclusion or settled. The Indemnified Party shall have full control
of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying
Party agrees, at the sole cost and expense of the Indemnifying Party, to
cooperate with the Indemnified Party and its counsel in contesting any Third
Party Claim which the Indemnified Party is contesting, or, if appropriate and
related to the Third Party Claim in question, in making any counterclaim against
the person asserting the Third Party Claim, or any cross-complaint against any
person. Notwithstanding the foregoing provisions of this Section 10.3(c), if the
Indemnifying Party has timely notified the Indemnified Party that the
Indemnifying Party disputes its liability to the Indemnified Party and if such
dispute is resolved in favor of the Indemnifying Party by final, nonappealable
order of a court of competent jurisdiction, the Indemnifying Party shall not be
required to bear the costs and expenses of the Indemnified Party's defense
pursuant to this Section 10.3(c) or of the Indemnifying Party's participation
therein at the Indemnified Party's request and the Indemnified Party shall
reimburse the Indemnifying Party in full for all costs and expenses of such
litigation. The Indemnifying Party may participate in, but not control, any
defense or settlement controlled by the Indemnified Party pursuant to this
Section 10.3(c) (other than a dispute as to the Indemnifying Party's liability



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