RESULT OF THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
Except as otherwise provided in this Agreement, any termination pursuant to this
Article XI shall not limit or restrict the rights or other remedies of any party
hereto.
ARTICLE XII
EMPLOYEES
12.01
SELLER'S RETAINED EMPLOYEE LIABILITY.
EXCEPT AS SPECIFICALLY
PROVIDED FOR IN SECTION 12.02 HEREOF, SELLER SHALL RETAIN ALL LIABILITY FOR, AND
SHALL INDEMNIFY AND HOLD HARMLESS BUYER FROM AND AGAINST, ANY AND ALL CLAIMS AND
LIABILITIES WITH RESPECT TO ALL MATTERS RELATING TO EMPLOYEES OF SELLER,
INCLUDING, BUT NOT LIMITED TO SEVERANCE CLAIMS, WORKERS' COMPENSATION CLAIMS,
MEDICAL AND DISABILITY CLAIMS, VACATION PAY, AND CLAIMS BEFORE COURTS,
ARBITRATORS OR FEDERAL AND STATE AGENCIES.
12.02
ASSUMED EMPLOYEES.
ON OR BEFORE JUNE 1, 2007 SELLER SHALL PROVIDE
TO BUYER A LIST OF THOSE EMPLOYEES OF SELLER (OR ITS AFFILIATES) WHO ARE WORKING
ON THE VESSEL THAT SELLER INTENDS TO TERMINATE ON OR PRIOR TO THE CLOSING DATE.
ON OR BEFORE THE CLOSING DATE, BUYER SHALL OFFER EMPLOYMENT (CONTINGENT ON THE
CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY) TO
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THE DESIGNATED EMPLOYEES UPON SUCH TERMS AND CONDITIONS AS MAY BE ACCEPTABLE TO
BUYER, AND AS TO THOSE DESIGNATED EMPLOYEES WHO ACCEPT BUYER'S OFFER OF
EMPLOYMENT, BUYER SHALL ASSUME, AND INDEMNIFY AND HOLD SELLER AND ITS
AFFILIATES, BEAN MERIDIAN, L.L.C. AND BEAN STUYVESANT, L.L.C., HARMLESS AGAINST,
ANY LIABILITY OR OBLIGATION TO EACH AND ALL OF THE DESIGNATED EMPLOYEES OR THIRD
PARTIES WITH RESPECT TO ANY CLAIMS AND LIABILITIES ACCRUING AFTER THEIR
RESPECTIVE DATE OF HIRE, WITH RESPECT TO THE DESIGNATED EMPLOYEES, INCLUDING,
BUT NOT LIMITED TO, SEVERANCE CLAIMS, WORKERS' COMPENSATION CLAIMS, MEDICAL AND
DISABILITY CLAIMS, VACATION PAY, AND CLAIMS BEFORE COURTS, ARBITRATORS OR
FEDERAL OR STATE AGENCIES.
12.03
NO THIRD-PARTY BENEFICIARY.
THIS AGREEMENT IS BEING ENTERED INTO
SOLELY FOR THE BENEFIT OF THE PARTIES HERETO, AND THE PARTIES DO NOT INTEND THAT
ANY EMPLOYEE OR OTHER PERSON SHALL BE A THIRD-PARTY BENEFICIARY OF THE COVENANTS
BY EITHER SELLER OR BUYER CONTAINED IN THIS AGREEMENT.
ARTICLE XIII
INDEMNIFICATION AND RELATED MATTERS
13.01
INDEMNIFICATION.
(A)
BY SELLER.
SELLER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD
BUYER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS AND ASSIGNS (AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) HARMLESS FROM AND AGAINST
ANY AND ALL LOSS, LIABILITY, CLAIM, DAMAGE (EXCLUDING INCIDENTAL OR
CONSEQUENTIAL DAMAGES), EXPENSE (INCLUDING COSTS OF INVESTIGATION AND DEFENSE
AND REASONABLE ATTORNEYS' FEES) OR DIMINUTION OF VALUE, WHETHER OR NOT INVOLVING
A THIRD-PARTY CLAIM (COLLECTIVELY, "DAMAGES"), ARISING, DIRECTLY OR INDIRECTLY,
FROM OR IN CONNECTION WITH:
(I)
ANY BREACH OR VIOLATION OF THIS AGREEMENT BY SELLER;
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(II)
ANY MISREPRESENTATIONS, INACCURACY, BREACH OR NON-FULFILLMENT OF
ANY WARRANTY OR REPRESENTATION, AGREEMENT OR COVENANT ON THE PART OF SELLER
UNDER THE TERMS OF THIS AGREEMENT OR IN ANY CLOSING DOCUMENT EXECUTED BY SELLER
HEREUNDER;
(III)
ANY NON-ASSUMED OBLIGATIONS; AND
(IV)
ANY LIEN (INCLUDING MARITIME LIEN) OR OTHER CHARGE OR RIGHT OF
OTHERS OF ANY KIND OR NATURE ON ANY OF THE PROPERTY WHICH EXISTED ON OR PRIOR
TO, OR WHICH ARISES OUT OF ANY