STATUS OF ANY SUCH DEFENSE (INCLUDING PROVIDING SUCH COUNSEL WITH SUCH
INFORMATION RELATED TO ANY SUCH DEFENSE AS SUCH COUNSEL MAY REASONABLY REQUEST)
BUT OSG SHALL HAVE THE RIGHT TO RETAIN SOLE CONTROL OVER SUCH DEFENSE.
(D)
IN DETERMINING THE AMOUNT OF ANY LOSS FOR WHICH ANY OF THE MEMBERS OF THE
OSG MLP GROUP ARE ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, THE GROSS
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AMOUNT OF THE INDEMNIFICATION WILL BE REDUCED BY (I) ANY INSURANCE PROCEEDS
REALIZED BY THE OSG MLP GROUP AND SUCH CORRELATIVE INSURANCE BENEFIT SHALL BE
NET OF ANY INCREMENTAL INSURANCE PREMIUM THAT BECOMES DUE AND PAYABLE BY THE OSG
MLP GROUP AS A RESULT OF SUCH CLAIM, AND (II) ALL AMOUNTS RECOVERED BY THE OSG
MLP GROUP UNDER CONTRACTUAL INDEMNITIES FROM ANY THIRD PARTY.
OSG MLP HEREBY
AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO REALIZE ANY APPLICABLE
INSURANCE PROCEEDS OR AMOUNTS RECOVERABLE UNDER SUCH CONTRACTUAL INDEMNITIES;
PROVIDED, HOWEVER, THAT THE COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
COURT COSTS AND REASONABLE ATTORNEYS' FEES) OF THE OSG MLP GROUP IN CONNECTION
WITH SUCH EFFORTS SHALL BE PROMPTLY REIMBURSED BY OSG IN ADVANCE OF ANY
DETERMINATION OF WHETHER SUCH INSURANCE PROCEEDS OR OTHER AMOUNTS WILL BE
RECOVERABLE.
ARTICLE VII
Trade Name License
SECTION 7.01.
GRANT OF TRADE NAME LICENSE.
OSG HEREBY GRANTS TO THE OSG MLP
GROUP A LIMITED, ROYALTY-FREE, NON-EXCLUSIVE, NON-TRANSFERABLE LICENSE TO USE
THE NAME "OSG" AND ASSOCIATED LOGO SOLELY IN CONNECTION WITH ANY RESTRICTED
BUSINESS CARRIED ON BY ANY OSG MLP GROUP MEMBER.
OSG MLP ON BEHALF OF ITSELF
AND THE OSG MLP ENTITIES HEREBY ACKNOWLEDGES THAT OSG OWNS ALL RIGHTS, TITLE AND
INTEREST IN, TO AND UNDER THE NAME "OSG", THE ASSOCIATED LOGO AND THE GOODWILL
SYMBOLIZED BY AND CONNECTED WITH THE USE THEREOF.
ARTICLE VIII
Miscellaneous
SECTION 8.01.
CHOICE OF LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT SHALL
BE SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER THE CONSTRUCTION OR
INTERPRETATION OF THIS AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION.
EACH
PARTY HEREBY SUBMITS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
IN THE STATE OF NEW YORK AND TO VENUE IN NEW YORK, NEW YORK.
SECTION 8.02.
NOTICE.
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED BY
HAND OR SENT BY FACSIMILE OR SENT, POSTAGE PREPAID, BY REGISTERED, CERTIFIED OR
EXPRESS MAIL OR OVERNIGHT COURIER SERVICE AND SHALL BE DEEMED GIVEN WHEN SO
DELIVERED BY HAND OR FACSIMILE, OR IF MAILED, THREE DAYS AFTER MAILING (ONE
BUSINESS DAY IN THE CASE OF EXPRESS MAIL OR OVERNIGHT COURIER SERVICE) TO THE
PARTIES AT THE FOLLOWING ADDRESSES (OR AT SUCH OTHER ADDRESS FOR A PARTY AS
SHALL BE SPECIFIED BY LIKE NOTICE):
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(A)
IF TO OSG:
Overseas Shipping Group, Inc.
666 Third Avenue
New York, NY 10017
Attention:
Legal Department
Facsimile:
(212) 251-1180
(B)
IF TO OSG MLP GENERAL PARTNER OR OSG