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The purchase agreement between Hambrose and Charterhouse
contained the following provision for indemnification:
6. Indemnification.
Seller [Charterhouse] will indemnify Purchaser [Hambrose]
and protect, defend and hold it harmless from and against
any and all loss, cost, damage, injury or expense,
including, without limitation, reasonable attorney's fees,
wheresoever and howsoever arising which Purchaser or its
subsidiaries or stockholders, or any of its, or their,
directors, officers, agents, employees, stockholders or
partners, may incur by reason of any material breach by
Seller of any of the representations by, or obligations of,
Seller set forth in this Agreement or by reason of the Bulk
Sales Laws of any jurisdiction. * * *
The Additional Equipment Wrap Lease contained the following
provision for indemnification:
18. Indemnification
18.1 Lessee [Charterhouse] will indemnify Lessor
[Hambrose] and protect, defend and hold it harmless from and
against any and all loss, cost, damage, injury or expense,
including, without limitation, reasonable attorneys' fees,
wheresoever and howsoever arising which Lessor or its
subsidiaries or shareholders, or any of its or their
directors, officers, agents, employees, stockholders or
partners, may incur by reason of any breach by Lessee of any
of the representations by, or obligations of, Lessee
contained in this Lease or in any way relating to or arising
out of this Lease; the Equipment, claims of holders of the
Lien or Underlying Leases; * * *
The Additional Equipment Wrap Lease also stated that
Charterhouse's obligation to pay "all rental charges payable"
under the Additional Equipment Wrap Lease would be "absolute and
unconditional under all circumstances." Furthermore, under the
Additional Equipment Wrap Lease, Charterhouse (the lessee) waived
"any right of set-off under state or federal law, counterclaim,
recoupment, defense or other right which Lessee may have against
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Last modified: May 25, 2011