Common use of Assumption and Indemnification Clause in Contracts

Assumption and Indemnification. (a) Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance, shall be deemed to have agreed) (i) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties after the Effective Date (including, without limitation, those arising under the Contracts), and (ii) to indemnify and hold Seller (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (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 before or after the Effective Date for which Seller does not indemnify Buyer as provided in Section 13(b) including but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding the provisions of Section 13(b), it is specifically understood and agreed that such duties, obligations and liabilities arising out 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, wxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. 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. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (including, without limitation, those arising under the Contracts) and (ii) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). 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. (a) Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the ConveyanceAssignments, shall be deemed to have agreed) ), (ia) 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 the same relate to periods before or after the Effective Date (including, without limitation, those arising under the Contracts)Closing, and (iib) to indemnify and hold Seller (and its affiliates, and the respective directors, officers, Seller’s employees, attorneys, contractors and agents of such partiesagents) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (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 Leases, regardless of whether the same relate to periods before or after the Effective Date for which Seller does not indemnify Buyer as provided in Section 13(b) including Closing. In connection with (but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding in limitation of) the provisions of Section 13(b)foregoing, it is specifically understood and agreed that such duties, obligations and liabilities arising out 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 Leases on the Effective Date date of Closing (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the PropertiesLeases), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective DateClosing, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. 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 NEGLIGENCE, (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCENEGLIGENCE OR WILFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (including, without limitation, those arising under the Contracts) and (ii) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). 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. (a) Buyer Subject to Article VII, 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, agree (and, upon the delivery to Buyer of the ConveyanceAssignment, 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 (iexclusive 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) assume, and to timely pay and perform, perform all duties, obligations and liabilities relating to the ownership and/or or operation of the Properties after the Effective Date (including, without limitation, including those arising under the Contractscontracts and agreements described in Article II(d), ) and (iib) 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 Seller (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against (i) any and all claims, obligations, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, 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 before or after the Effective Date for which Seller does not indemnify Buyer as provided in Section 13(band (ii) including any Environmental Obligations other than the Excluded Environmental Obligations.. In connection with (but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding in limitation of) the provisions of Section 13(b)foregoing, it is specifically understood and agreed that such duties, obligations and liabilities matters 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, wxxxx xxxxx located on the Properties, ; it is further understood and agreed that Seller shall have no liability to restore the surface of the Properties and to comply with, Buyer or to bring the Properties into compliance with, Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. 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. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (including, without limitation, those arising under the Contracts) and (ii) obligation to indemnify and hold Buyer (and its affiliates, and for any matter for which Buyer has received an adjustment to the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty Base Purchase Price under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). 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 LIABILITYAgreement.

Assumption and Indemnification. (a) Buyer shallAssignee, on the date by acceptance of Closingthis Assignment, agree (and, upon the delivery to Buyer of the Conveyance, shall be deemed to have agreed) (i) hereby covenants and 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 Purchased Properties arising on and after the Effective Date Time (including, without limitation, those arising under the Contractsor by virtue of any lease, contract, agreements, document, permit or rule, or delay in obtaining approval of federal or state assignments); and, to release, indemnify, defend, and (ii) to indemnify and hold Seller (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless Assignor from and against any and all claims, actions, causes of actionliabilities, liabilitieslosses, damages, lossescosts, costs or expenses (including, without limitation, 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 Purchased Properties before or on and after the Effective Date for which Seller does not indemnify Buyer as provided in Section 13(b) including Time. In connection with (but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding in limitation of) the provisions of Section 13(b)foregoing, it is specifically understood and agreed that such duties, obligations and liabilities matters arising out of or otherwise relating to the ownership and/or or operation of the Purchased Properties on and after the Effective Date Time shall be deemed to include all matters arising out of the status and the condition of the Purchased Properties on the Effective Date (Time including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wxxxx abandon wells located on the Purchased Properties, to restore the 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, Environmental Laws, rules, regulations with applicable environmental laws and ordersregulations, including conducting all liability and expense for any remediation activities which restoration, remediation, clean-up, disposal of waste, or removal that may be required on incurred as a result of the existence or otherwise in connection discovery of naturally occurring radioactive materials, or other hazardous or deleterious substances in, on, under, or associated with activities on the Purchased Properties), regardless of whether such condition or when the events giving occurred that give rise to such condition arose or occurred before or after the Effective Datecondition, and the above provided for assumptions and indemnifications by Buyer provided for in the first sentence of this section Assignee shall expressly cover and include such matters. Should any conflict exist The foregoing assumptions and indemnifications shall apply whether 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. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all not such duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (includingobligations, without limitationor liabilities, those arising under the Contracts) and (ii) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of or such parties) harmless from and against any and all claims, actions, causes of action, liabilities, liabilities~ damages, losses, costs costs, or expenses (including, without limitation, court costs and attorneys' fees) arise out of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). 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 negligence (INCLUDING SOLE NEGLIGENCEincluding sole negligence, SINGLE NEGLIGENCEsimple negligence, CONCURRENT NEGLIGENCEconcurrent negligence, ACTIVE OR PASSIVE NEGLIGENCEactive or passive negligence, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCEor otherwise, but expressly not including gross negligence or willful misconduct) OF ANY INDEMNIFIED PARTYof Assignor, OR or (ii) STRICT LIABILITYstrict liability.

Assumption and Indemnification. (a) Buyer shallAssignee, on the date by acceptance of Closingthis Assignment, agree (and, upon the delivery to Buyer of the Conveyance, shall be deemed to have agreed) (i) hereby covenants and 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 Purchased Properties arising on and after the Effective Date Time (including, without limitation, those arising under the Contractsor by virtue of any lease, contract, agreements, document, permit or rule, or delay in obtaining approval of federal or state assignments); and, to release, indemnify, defend, and (ii) to indemnify and hold Seller (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless Assignor from and against any and all claims, actions, causes of actionliabilities, liabilitieslosses, damages, lossescosts, costs or expenses (including, without limitation, 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 Purchased Properties before or on and after the Effective Date for which Seller does not indemnify Buyer as provided in Section 13(b) including Time. In connection with (but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding in limitation of) the provisions of Section 13(b)foregoing, it is specifically understood and agreed that such duties, obligations and liabilities matters arising out of or otherwise relating to the ownership and/or or operation of the Purchased Properties on and after the Effective Date Time shall be deemed to include all matters arising out of the status and the condition of the Purchased Properties on the Effective Date (Time including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wxxxx abandon xxxxx located on the Purchased Properties, to restore the 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, Environmental Laws, rules, regulations with applicable environmental laws and ordersregulations, including conducting all liability and expense for any remediation activities which restoration, remediation, clean-up, disposal of waste, or removal that may be required on incurred as a result of the existence or otherwise in connection discovery of naturally occurring radioactive materials, or other hazardous or deleterious substances in, on, under, or associated with activities on the Purchased Properties), regardless of whether such condition or when the events giving occurred that give rise to such condition arose or occurred before or after the Effective Datecondition, and the above provided for assumptions and indemnifications by Buyer provided for in the first sentence of this section Assignee shall expressly cover and include such matters. Should any conflict exist The foregoing assumptions and indemnifications shall apply whether 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. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all not such duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (includingobligations, without limitationor liabilities, those arising under the Contracts) and (ii) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of or such parties) harmless from and against any and all claims, actions, causes of action, liabilities, liabilities~ damages, losses, costs costs, or expenses (including, without limitation, court costs and attorneys' fees) arise out of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). 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 negligence (INCLUDING SOLE NEGLIGENCEincluding sole negligence, SINGLE NEGLIGENCEsimple negligence, CONCURRENT NEGLIGENCEconcurrent negligence, ACTIVE OR PASSIVE NEGLIGENCEactive or passive negligence, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCEor otherwise, but expressly not including gross negligence or willful misconduct) OF ANY INDEMNIFIED PARTYof Assignor, OR or (ii) STRICT LIABILITYstrict liability.

Assumption and Indemnification. Except as provided in Section 18(b) below with respect to the JW Litigation (below defined), and except for matters which would constitute (a) Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance, shall be deemed to have agreed) (i) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties after the Effective Date (including, without limitation, those arising under the Contractscontracts and agreements described in Section 1(c) above), and (iib) to indemnify and hold Seller (and its affiliatesthe respective affiliates of the parties constituting Seller, and the respective directors, officers, employees, attorneys, contractors and agents of such affiliates and such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to either (A) the ownership and/or operation of the Properties before or after the Effective Date for which Seller does not indemnify Buyer as provided or (B) a breach of Buyer's express representations and warranties set forth in Section 13(b) including 5 above. In connection with (but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding in limitation of) the provisions of Section 13(b)foregoing, it is specifically understood and agreed that such duties, obligations and liabilities arising out or otherwise relating to the ownership and/or operation of the Properties after the Effective Date (other than matters which should have been disclosed under Section 4(a)(vii) above, but were not) shall (notwithstanding anything herein appearing to be to the contrary) 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, wxxxx xxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Environmental Lawsapplicable environmental laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. Should Seller shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance shall be deemed to have agreed) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to either (A) the ownership and/or operation of the Properties prior to the Effective Date, except to the extent the same arise out of the condition of the Properties (such matters having been provided for above), and except to the extent the same arise out of any matter disclosed on the Disclosure Schedule (other than the litigation for which Seller retains responsibility under Section 18(b) below, which is covered by such Section 18(b)), or out of any matter made the subject of an Asserted Defect pursuant to Section 7 above or (B) a breach of Seller's express representations and warranties set forth in Section 4(a) above. In the event of any conflict exist or which may 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. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (including, without limitation, those arising under the Contracts) and (ii) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). 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. (a) Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the adjustments provided for in Sections 10(b) and (ic), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Effective Date (including, without limitation, those arising under the Contractscontracts and agreements described in Section 1(b) above), and (iib) to indemnify and hold Seller (and its Members and its and their affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (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 regardless of whether the same accrued or otherwise arose before or after the Effective Date for which Seller does not indemnify Buyer as provided in Section 13(b) including Date. In connection with (but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding in limitation of) the provisions of Section 13(b)foregoing, it is specifically understood and agreed that such duties, obligations and liabilities arising out 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, wxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Environmental Lawswith applicable environmental laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. 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 (iI) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (iiII) STRICT LIABILITY. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (including, without limitation, those arising under the Contracts) and (ii) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). 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. (a) Buyer shall, on On the date of Closing, Buyer shall ------------------------------ agree (and, upon the delivery to Buyer of the Conveyance, Assignment and Xxxx of Sale shall be deemed to have agreed) ): (ia) 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 after the Effective Date (including, without limitation, those arising under the Contractscontracts and agreements described in Section 1.(c) hereof), and (iib) to indemnify release, indemnify, defend, and hold harmless the Seller (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless Group from and against any and all claims, actions, causes of actionliabilities, liabilitieslosses, damages, lossescosts, costs or expenses (including, without limitation, 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 before or after the Effective Date for which Seller does not indemnify Buyer as provided in Section 13(b) including Date. In connection with (but not limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding in limitation of) the provisions of Section 13(b)foregoing, it is specifically understood and agreed that such duties, obligations and liabilities 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, wxxxx abandon xxxxx located on the Properties, to restore the surface of the Properties Properties, and to comply with, or to bring the Properties into compliance with, Environmental Laws, rules, regulations and ordersapplicable environmental laws, including conducting all liability and expense for any remediation activities which restoration, clean-up, disposal, or removal that may be required on incurred as a result of the existence or otherwise in connection with activities on discovery of Hazardous Substances or other deleterious substances in, on, or under the Properties), regardless of whether such condition or when the events giving occurred that give rise to such condition arose or occurred before or after the Effective Datecondition, and the assumptions and indemnifications by Buyer provided for set forth in the first sentence of this section Section shall expressly cover and include such matters. Should Except as otherwise provided in this Section, Seller agrees to indemnify Buyer against any conflict exist and all claims, actions, liabilities, damages, costs or appear expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to exist between this Section 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 Section 12 abovethat were shipped, this Section shall controltransferred, 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 waste, contaminants, substances, or materials. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OBLIGATIONS, OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS COSTS, OR EXPENSES ARISE OUT OF (iI) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCENEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (iiII) STRICT LIABILITY. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (including, without limitation, those arising under the Contracts) and (ii) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). 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.