SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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to the Indemnified Party) and the Indemnifying Party shall bear its own costs
and expenses with respect to such participation.

         (d) If any Indemnified Party should have a claim against any
Indemnifying Party hereunder which does not involve a Third Party Claim, the
Indemnified Party shall notify the Indemnifying Party of such claim by the
Indemnified Party, specifying the nature of and specific basis for such claim
and the amount of the estimated amount of such claim (the "Indemnity Notice").
If the Indemnifying Party does not notify the Indemnified Party within thirty
(30) days from delivery of the Indemnity Notice that the Indemnifying Party
disputes such claim, the amount or estimated amount of such claim as specified
by the Indemnified Party shall be conclusively deemed a liability of the
Indemnifying Party. If the Indemnifying Party has timely disputed such claim, as
provided above, such dispute shall be resolved by litigation in an appropriate
court of competent jurisdiction or as the parties otherwise at such time agree.

         10.4 PAYMENT OF INDEMNITY. Any indemnity claim shall be paid in cash by
the Indemnifying Party to or on behalf of the appropriate Indemnified Party. If
the Purchaser Indemnitees assert an indemnity claim which is resolved and paid
for pursuant to the procedures set forth in the Escrow Agreement, the Purchaser
Indemnitees shall not have an additional right of indemnity pursuant to this
Article 10 for the matter that was the subject of that claim under the Escrow
Agreement, unless the escrowed funds are insufficient to fund the indemnity
obligations claimed by the Purchaser Indemnitees and then only to the extent of
the amounts not funded by the escrowed funds.

         10.5 CERTAIN LIMITATIONS. (a) Notwithstanding anything to the contrary
contained in this Agreement, Seller, Manager and Stockholder shall not be
required under this Article 10 to indemnify a Purchaser Indemnitee for Damages
that individually or in the aggregate are less than $10,000 (the "Seller
Deductible Amount"); provided, however, that (i) it is acknowledged and agreed
by the parties hereto that such Damages shall accumulate until such time or
times that such accumulated Damages exceed the Seller Deductible Amount, at
which time Seller, Manager and Stockholder shall indemnify the Purchaser
Indemnitees for the full amount of any Damages in excess of the Seller
Deductible Amount and (ii) any indemnity claims pursuant to Sections 10.1(b),
(c) and (d) shall not be subject to the Seller Deductible Amount.

         (b) The Stockholder's maximum liability for indemnification claims with
respect to the matters set forth in Sections 10.1(b), (c) and (d) shall, subject
to the terms of Section 13.12, be unlimited. If and to the extent Seller,
Manager and Stockholder comply with the terms of Section 5.14, Stockholder's
maximum liability with respect to all other matters (other than as described in
the preceding sentence) shall be limited to 25% of the Purchase Price.

         (c) Notwithstanding anything to the contrary contained in this
Agreement, Buyer shall not be required under this Article 10 to indemnify a
Seller Indemnitee for Damages that individually or in the aggregate are less
than $10,000 (the "Purchaser Deductible Amount"); provided, however, that it is
acknowledged and agreed by the parties hereto that such Damages shall accumulate
until such time or times that such accumulated Damages exceed the Purchaser
Deductible Amount, at which time Buyer shall indemnify the Seller Indemnitees
for the full amount of any Damages in excess of the Purchaser Deductible Amount.



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