Common use of Assumption and Indemnification Clause in Contracts

Assumption and Indemnification. The General Partner agrees, as of the date of Closing (and, upon the execution and delivery of the Assignments by the Partnership, the General Partner shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(C), and (b) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties shall include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells located on the Pxxxxxties, to restore the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise in connection with activities on, the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such condition.

Assumption and Indemnification. The General Partner agreesBuyer shall, as of on the date of Closing -------------------------------- Closing, agree (and, upon the execution and delivery to Buyer of the Assignments by the Partnership, the General Partner Conveyance shall be deemed to have agreed), ) (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or Assets after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CSection 1(d) above), and (b) to release, indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents Seller Group harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or Assets after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties Assets after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties Assets on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells xxxxx located on the PxxxxxtiesAssets, to restore the surface, surface of the Assets and to comply with, or to bring the Properties Assets into compliance with, applicable environmental laws Applicable Environmental Laws including conducting all liability and expense for any remediation activities which restoration, clean-up, disposal, or removal that may be required incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, on, or otherwise in connection with activities on, under the Properties)Assets, regardless of when the events occurred which that give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)condition, and the above provided for assumptions assumptions, and indemnifications by the General Partner Buyer set forth in this Section shall expressly cover and include such matters so arising out of such conditionmatters. THE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Assumption and Indemnification. The General Partner agreesExcept as otherwise provided in this Agreement, as of Buyer agrees upon the date occurrence of Closing (and, upon the execution and delivery to Buyer of the Assignments by the Partnership, the General Partner Conveyance shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising beforeinsofar and only insofar as such duties, on or obligations and liabilities arise and are attributable to periods from and after the Effective Date and limited (and attributable) to the interest in the Properties assigned to Buyer by Seller (including, without limitation, all obligations, Claims and liabilities regarding properly plugging and abandoning any and all xxxxx existing on the Oil and Gas Properties on the date of this Agreement which are described or referred to on Exhibit D attached hereto, regardless of when drilled, properly abandon or de-commission any pipelines or other facilities constituting part of the Properties, and clean up, restore and/or remediate the premises covered by or related to the Oil and Gas Property in accordance with applicable agreements and all applicable law, regulation, order, permit, agreement or lease with regard to pollution, contamination, protection of human health, natural resources, or the physical environment, or the release, Agreement of Sale and Purchase spills or disposal (whether onsite or offsite) of hydrocarbons or substances produced in association therewith including those relating to waste materials and/or hazardous substances (all of said obligations and liabilities, herein being referred to as the “Assumed Liabilities”) (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CSection 1(b) above); provided, however that Buyer in no way assumes or agrees to be responsible for any of Seller’s liability or obligations relating to any hazardous wastes regulated under applicable environmental laws attributable to the Oil and (b) Gas Properties that were disposed of offsite of the leases constituting the Oil and Gas Properties prior to indemnify the Effective Date. After Closing, Buyer shall INDEMNIFY, DEFEND AND HOLD HARMLESS Seller and hold the Partnership, its partners and its and such partners' Seller’s parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managersmembers, employees partners, shareholders, employees, consultants and agents of such parties, respectively, harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' ’ fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation Assumed Liabilities, REGARDLESS OF WHETHER OR NOT THE LIABILITIES, LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY SELLER OR ANY INDEMNIFIED PARTY; provided, however, that Buyer is not herein assuming any liability attributable to any actions of the Properties, whether arising before, on Seller (or other indemnified party hereunder) after the Effective DateClosing Date which constitutes gross negligence. In connection with (but not in limitation of) the foregoing, but subject to the other provisions of this Agreement (including, without limitation, Section 14(b) below), it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties Assumed Liabilities shall also include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells any xxxxx drilled on or after the Effective Date and located on the Pxxxxxties, to restore the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise in connection with activities on, the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such condition.

Assumption and Indemnification. The General Partner agrees(a) Buyer shall, as of on the date of Closing Closing, agree (and, upon the execution and delivery to Buyer of the Assignments by the Partnership, the General Partner Conveyance shall be deemed to have agreed), ) (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CSection 1(d) above), and (b) to indemnify and hold the Partnershipeach Seller, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or Properties after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties after the Effective Date shall include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells xxxxx located on the PxxxxxtiesProperties, to restore the surface, surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable environmental laws laws, including conducting any remediation activities which may be required on, on or otherwise in connection with activities on, on the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIPand regardless of whether any Seller, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATESits officers, AND ITS AND THEIR RESPECTIVE SHAREHOLDERSemployees, MEMBERSagents or other representatives, OWNERSwere wholly or partially negligent or otherwise, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULTat fault), and the above provided for assumptions and indemnifications by the General Partner Buyer shall expressly cover and include such matters so arising out of such condition. Buyer also assumes, and agrees to timely pay and perform, and to indemnify Sellers with respect to, all obligations and liabilities with respect to any sales and/or use tax that may be applicable to the transaction contemplated by this Agreement. This indemnifications contained in this Section 14 expressly includes any claims that arise as a result of strict liability.

Assumption and Indemnification. The General Partner agreesBuyer shall, as of on the date of Closing Closing, agree (and, upon the execution and delivery to Buyer of the Assignments by the Partnership, the General Partner Assignment and Bill of Sale shall be deemed to deemxx xo have agreed), ) (a) to assume, and timely to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or or operation of the Properties, whether arising before, on or Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CSection 1(c) above), and (b) to indemnify release, indemnify, defend, and hold harmless the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless Seller Group from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or or operation of the Properties, whether arising before, on or Properties after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties (on the Effective Date including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, abandon wells located on the PxxxxxtiesPropexxxxx, to restore the surface, surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable environmental laws laws, including conducting all liability and expense for any remediation activities which restoration, clean-up, disposal, or removal that may be required incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, on, or otherwise in connection with activities on, under the Properties), regardless of when the events occurred which that give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)condition, and the above provided for assumptions and indemnifications by the General Partner Buyer shall expressly cover and include such matters so arising out of such condition.matters. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii)

Assumption and Indemnification. The General Partner agrees, as of On the date of Closing Closing, Buyer shall ------------------------------ agree (and, upon the execution and delivery to Buyer of the Assignments by the Partnership, the General Partner Assignment and Xxxx of Sale shall be deemed to have agreed), ): (a) to assume, pay, and to perform timely pay and perform, all duties, obligations obligations, and liabilities relating to the ownership and/or or operation of the Properties, whether arising before, on or Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CSection 1.(c) hereof), and (b) to indemnify release, indemnify, defend, and hold harmless the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless Seller Group from and against any and all claims, actions, liabilities, losses, damages, costs costs, or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or or operation of the Properties, whether arising before, on or Properties after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties (on the Effective Date including, without limitation, within such matters all obligations properly to properly plug and abandon, or replug and re-abandon, wells abandon xxxxx located on the PxxxxxtiesProperties, to restore the surfacesurface of the Properties, and to comply with, or to bring the Properties into compliance with, applicable environmental laws laws, including conducting all liability and expense for any remediation activities which restoration, clean-up, disposal, or removal that may be required incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, on, or otherwise in connection with activities on, under the Properties), regardless of when the events occurred which that give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)condition, and the above provided for assumptions and indemnifications by the General Partner Buyer set forth in this Section shall expressly cover and include such matters so matters. Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any and all claims, actions, liabilities, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to its ownership or operation of the Properties prior to the Effective Date. Any waste, contaminants, substances, or materials that were present or stored on the Properties prior to Closing and that were shipped, transferred, removed, or disposed of off the Properties prior to Closing are the sole responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless from and against any and all claims, actions, liabilities, damages, costs, or expenses (including court costs and attorneys' fees) relating to such conditionwaste, contaminants, substances, or materials. THE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (I) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (II) STRICT LIABILITY.

Assumption and Indemnification. The General Partner agreesBuyer shall, as of on the date of Closing Closing, agree (and, upon the execution and delivery to Buyer of the Assignments by the PartnershipConveyance, the General Partner shall be deemed to have agreed), subject to the adjustments provided for in Sections 10(b) and (c), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, Properties regardless of whether arising before, on the same accrued or otherwise arose before or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CSection 1(b) above), and (b) to indemnify and hold the Partnership, its partners Seller (and its and such partners' parent and subsidiary companies and other affiliates, Members and its and their affiliates, and the respective shareholders, members, owners, directors, officers, managersemployees, employees attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, damages, costs or expenses (including including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, Properties regardless of whether arising before, on the same accrued or otherwise arose before or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties shall such duties, obligations and liabilities include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells located on the Pxxxxxties, to restore the surface, Effective Date and to comply with, or to bring the Properties into compliance with, with applicable environmental laws laws, rules, regulations and orders, including conducting any remediation activities which may be required on, on or otherwise in connection with activities on, on the Properties), regardless of when whether such condition or the events occurred which give giving rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)arose or occurred before or after the Effective Date, and the above provided for assumptions and indemnifications by Buyer provided for in the General Partner first sentence of this section shall expressly cover and include such matters so arising out of such conditionmatters. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (I) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (II) STRICT LIABILITY.

Assumption and Indemnification. The General Partner agreesAssignee, as by acceptance of the date of Closing (andthis Assignment, upon the execution hereby covenants and delivery of the Assignments by the Partnership, the General Partner shall be deemed to have agreed), (a) agrees to assume, and to timely pay and performperform timely, all duties. expenses, obligations obligations, losses, hazards, and liabilities relating to the ownership and/or or operation of the Properties, whether Purchased Properties arising before, on or and after the Effective Date Time (including, without limitation, those arising under the contracts and agreements described or by virtue of any lease, contract, agreements, document, permit or rule, or delay in ARTICLE II(Cobtaining approval of federal or state assignments); and, to release, indemnify, defend, and (b) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless Assignor from and against any and all claims, actions, liabilities, losses, damages, costs costs, or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or or operation of the Properties, whether arising before, Purchased Properties on or and after the Effective DateTime. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or or operation of the Purchased Properties on and after the Effective Time shall be deemed to include all matters arising out of the status and the condition of the Purchased Properties (on the Effective Time including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells abandon xxxxx located on the PxxxxxtiesPurchased Properties, to restore the surface, surface of the Purchased Properties to as near its original condition as practicable and to comply with, or to bring the Purchased Properties into compliance with, with applicable environmental laws and regulations, including conducting all liability and expense for any remediation activities which restoration, remediation, clean-up, disposal of waste, or removal that may be required incurred as a result of the existence or discovery of naturally occurring radioactive materials, or other hazardous or deleterious substances in, on, under, or otherwise in connection associated with activities on, the Purchased Properties), regardless of when the events occurred which that give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)condition, and the above provided for assumptions and indemnifications by the General Partner Assignee shall expressly cover and include such matters so arising matters. The foregoing assumptions and indemnifications shall apply whether or not such duties, obligations, or liabilities, or such claims, actions, causes of action, liabilities~ damages, losses, costs, or expenses arise out of such condition(i) negligence (including sole negligence, simple negligence, concurrent negligence, active or passive negligence, or otherwise, but expressly not including gross negligence or willful misconduct) of Assignor, or (ii) strict liability.

Assumption and Indemnification. The General Partner agreesBuyer shall, as of on the date of Closing Closing, agree (and, upon the execution and delivery to Buyer of the Assignments by the PartnershipAssignments, the General Partner shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, Leases regardless of whether arising before, on the same relate to periods before or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(C)Closing, and (b) to indemnify and hold the PartnershipSeller (and Seller’s employees, its partners attorneys, contractors and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents agents) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, damages, costs or expenses (including including, without limitation, court costs and attorneys' ’ fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the PropertiesLeases, regardless of whether arising before, on the same relate to periods before or after the Effective DateClosing. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties shall such duties, obligations and liabilities include all matters arising out of the condition of the Properties Leases on the date of Closing (including, without limitation, within such matters all obligations to properly plug and abandonorders, or replug and re-abandon, wells located on the Pxxxxxties, to restore the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, on or otherwise in connection with activities on, on the PropertiesLeases), regardless of when whether such condition or the events occurred which give giving rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)arose or occurred before or after the Closing, and the above indemnifications by Buyer provided for assumptions and indemnifications by in the General Partner first sentence of this section shall expressly cover and include such matters so arising out of such conditionmatters. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE, (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Assumption and Indemnification. The General Partner agreesAssignee, as by acceptance of the date of Closing (andthis Assignment, upon the execution hereby covenants and delivery of the Assignments by the Partnership, the General Partner shall be deemed to have agreed), (a) agrees to assume, and to timely pay and performperform timely, all duties, obligations expenses, obligations, losses, hazards, and liabilities relating to the ownership and/or or operation of the Properties, whether Purchased Properties arising before, on or and after the Effective Date Time (including, without limitation, those arising under the contracts and agreements described or by virtue of any lease, contract, agreements, document, permit or rule, or delay in ARTICLE II(Cobtaining approval of federal or state assignments); and, to release, indemnify, defend, and (b) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless Assignor from and against any and all claims, actions, liabilities, losses, damages, costs costs, or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or or operation of the Properties, whether arising before, Purchased Properties on or and after the Effective DateTime. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or or operation of the Purchased Properties on and after the Effective Time shall be deemed to include all matters arising out of the status and the condition of the Purchased Properties (on the Effective Time including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, abandon wells located on the PxxxxxtiesPurchased Properties, to restore the surface, surface of the Purchased Properties to as near its original condition as practicable and to comply with, or to bring the Purchased Properties into compliance with, with applicable environmental laws and regulations, including conducting all liability and expense for any remediation activities which restoration, remediation, clean-up, disposal of waste, or removal that may be required incurred as a result of the existence or discovery of naturally occurring radioactive materials, or other hazardous or deleterious substances in, on, under, or otherwise in connection associated with activities on, the Purchased Properties), regardless of when the events occurred which that give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)condition, and the above provided for assumptions and indemnifications by the General Partner Assignee shall expressly cover and include such matters so arising matters. The foregoing assumptions and indemnifications shall apply whether or not such duties, obligations, or liabilities, or such claims, actions, causes of action, liabilities~ damages, losses, costs, or expenses arise out of such condition(i) negligence (including sole negligence, simple negligence, concurrent negligence, active or passive negligence, or otherwise, but expressly not including gross negligence or willful misconduct) of Assignor, or (ii) strict liability.

Assumption and Indemnification. The General Partner agrees, as of the date of Closing (and, upon the execution and delivery of the Assignments by the Partnership, the General Partner shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CArticle II(c), and (b) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties shall include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells located wellx xxxated on the PxxxxxtiesProperties, to restore the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise in connection with activities on, the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such condition.

Assumption and Indemnification. The General Partner agrees(a) Buyer shall, as of on the date of Closing Closing, agree (and, upon the execution and delivery to Buyer of the Assignments by the PartnershipConveyance, the General Partner shall be deemed to have agreed), ) (ai) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CContracts), and (bii) to indemnify and hold the Partnership, its partners Seller (and its and such partners' parent and subsidiary companies and other affiliates, and its and their the respective shareholders, members, owners, directors, officers, managersemployees, employees attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, damages, costs or expenses (including including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on Properties before or after the Effective Date. In connection with (Date for which Seller does not indemnify Buyer as provided in Section 13(b) including but not in limitation of) limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding the foregoingprovisions of Section 13(b), it is specifically understood and agreed that matters such duties, obligations and liabilities arising out of or otherwise relating to the ownership and/or operation of the Properties after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells wxxxx located on the PxxxxxtiesProperties, to restore the surface, surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable environmental laws Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on, on or otherwise in connection with activities on, on the Properties), regardless of when whether such condition or the events occurred which give giving rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)arose or occurred before or after the Effective Date, and the above provided for assumptions and indemnifications by Buyer provided for in the General Partner first sentence of this section shall expressly cover and include such matters so arising out of such conditionmatters. Should any conflict exist or appear to exist between this Section and Section 12 above, this Section shall control. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Assumption and Indemnification. The General Partner agreesSubject to Article VII, as Section 11.2(b), the last sentence of this Article XII and the other terms and provisions hereof, Seller shall, on the date of Closing Closing, agree (and, upon the execution and delivery to Buyer of the Assignments by the PartnershipAssignment, the General Partner shall be deemed to have agreed) to indemnify and hold Buyer harmless from and against any and all claims, obligations, actions, liabilities, damages, or expenses arising out of the ownership or operation of the Properties before the Effective Date (exclusive of Environmental Obligations other than Excluded Environmental Obligations). Buyer shall, on the date of Closing, agree (and, upon the receipt by Buyer of the Assignment from Seller, shall be deemed to have agreed) to (a) to assume, and to timely pay and perform, perform all duties, obligations and liabilities relating to the ownership and/or or operation of the Properties, whether arising before, on or Properties after the Effective Date (including, without limitation, including those arising under the contracts and agreements described in ARTICLE II(CArticle II(d), ) and (b) assume full responsibility for Environmental Obligations other than the Excluded Environmental Obligations. Buyer shall, on the date of Closing, agree (and upon the receipt by Buyer of the Assignment from Seller shall be deemed to have agreed) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents Seller harmless from and against (i) any and all claims, obligations, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or or operation of the Properties, whether arising before, on or Properties after the Effective Date. Date and (ii) any Environmental Obligations other than the Excluded Environmental Obligations.. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties after the Effective Date shall include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells xxxxx located on the Pxxxxxties, Properties; it is further understood and agreed that Seller shall have no liability to restore Buyer or obligation to indemnify Buyer for any matter for which Buyer has received an adjustment to the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise in connection with activities on, the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such conditionBase Purchase Price under this Agreement.

Assumption and Indemnification. The General Partner agreesBuyer shall, as of on the date of Closing Closing, agree (and, upon the execution and delivery to Buyer of the Assignments by the Partnership, the General Partner Conveyance shall be deemed to have agreed), ) (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or Assets after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CSection 1(d) above), and (b) to release, indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents Seller Group harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or Assets after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties Assets after the Effective Date shall be deemed to include all matters arising out of the condition of the Properties Assets on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells xxxxx located on the PxxxxxtiesAssets, to restore the surface, surface of the Assets and to comply with, or to bring the Properties Assets into compliance with, applicable environmental laws Applicable Environmental Laws including conducting all liability and expense for any remediation activities which restoration, clean-up, disposal, or removal that may be required incurred as a result of the existence or discovery of Hazardous Substances or other deleterious substances in, on, or otherwise in connection with activities on, under the Properties)Assets, regardless of when the events occurred which that give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT)condition, and the above provided for assumptions assumptions, and indemnifications by the General Partner Buyer set forth in this Section shall expressly cover and include such matters so arising out of such conditionmatters. THE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Assumption and Indemnification. The General Partner Seller agrees, as of the date of Closing (and, upon the execution and delivery of the Assignments by Seller, Seller shall be deemed to have agreed), to indemnify, defend and hold Buyer and its shareholders, directors, officers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the Partnershipownership and/or operation of the Properties before the Effective Date; provided, however, that the General Partner Seller's indemnification obligation under this ARTICLE XI with respect to claims arising under Environmental Laws shall extend only to conditions as they exist on the Properties as of the Effective Date and to events giving rise to such conditions which occurred prior to the Effective Date and shall terminate and expire on the second anniversary date of this Agreement, except as to any such claim made hereunder prior to such date. Buyer agrees, as of the date of Closing (and, upon the execution and delivery of the Assignments by Seller, Buyer shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(CII(c) and those discussed in SECTION 18.4), and (b) to indemnify indemnify, defend and hold the PartnershipSeller, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or Properties after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties after the Effective Date shall include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells xxxxx located on the Pxxxxxties, Properties and to restore the surface. The assumption by Buyer of Seller's duties, obligations and liabilities of a given contract or agreement or provision thereof as described above shall be subject, however, to (and shall not be a limitation on) the right of Buyer to assert under SECTION 7.1 that such contract or agreement is not a Permitted Encumbrance and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise provisions of SECTION 7.2 regarding an adjustment of the Base Purchase Price in connection with activities on, the Properties), regardless respect of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such conditiona Defect therefor.