In Brief
VPS Healthcare acquired Rockland Hospitals via Share Purchase Agreement, with disputes later settled through a consent award. A third party, Ernst & Young (EY), obtained an arbitration award against the hospital for unpaid fees. Under the settlement, the promoters agreed to indemnify VPS Healthcare from all liabilities in listed proceedings, including EY's claim. When VPS Healthcare sought to enforce the consent award after EY obtained its award, the High Court deferred execution, awaiting final confirmation by the highest appellate court. The Supreme Court allowed VPS Healthcare's appeal, holding that the promoters' obligation to indemnify arose immediately once the liability crystallised through the court-ordered deposit, not only after final appellate confirmation. The Court emphasised that all five clauses of the indemnity provision must be read together, and the fourth clause's absolute obligation to "ensure no liability is recovered" triggered the promoters' duty to compensate VPS Healthcare without waiting for final confirmation.
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