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) (a) 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 agreements described in Section 1(d) above), and (b) to indemnify and hold each Seller, its parent and subsidiary companies and other affiliates, and its and their 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 ownership and/or operation of the 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, xxxxx located on the Properties, to restore the surface of the Properties 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 any Seller, its officers, employees, agents or other representatives, were wholly or partially negligent or otherwise, at fault), and the above provided for assumptions and indemnifications by 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. (b) Subject to the terms and conditions of this Section 14, Sellers shall severally (and not jointly and severally) indemnify, defend, and hold harmless Buyer from and against any and all costs, expenses or other liabilities asserted against, resulting to, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or resulting from any proceeding initiated by a person or entity other than Buyer or any affiliate of Buyer (a "Third Party") against Buyer or with respect to the Properties as a result of a condition existing on the Oil and Gas Properties as of the Closing which constitutes a violation of existing Applicable Environmental Laws (an "Environmental Claim"), with respect to which Buyer has given written notice to Sellers prior to 5 p.m. Mountain Time on April 15, 2001, except for Environmental Claims for which Purchase Price adjustments under Section 8 hereof have been made or which were asserted prior to the Defect Date, and as further set forth in this section. Buyer covenants and agrees that neither Buyer nor any affiliate of Buyer will disclose or otherwise reveal to any Third Party any facts or other information concerning or relating to any matter which might be the subject of an Environmental Claim. Without limiting the foregoing, neither Buyer nor any affiliate of Buyer shall solicit or encourage Third Parties to commence any Environmental Claim against Buyer or with respect to the Properties for which Buyer would be entitled to indemnification under this Section 14. To the extent that Buyer (or its affiliates) breaches its covenants set forth in the preceding sentences, the indemnification set forth in this Section 14 shall not be applicable to any Environmental Claim in any way arising from or connection with such breach.

Assumption and Indemnification. (a) Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance 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 after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(d1(c) above), and (b) to indemnify release, indemnify, defend, and hold each Seller, its parent and subsidiary companies and other affiliates, and its and their directors, officers, employees and agents harmless the 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 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, xxxxx abandon wells located on the PropertiesPropexxxxx, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable 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 when the events occurred which that give rise to such condition (and regardless of whether any Seller, its officers, employees, agents or other representatives, were wholly or partially negligent or otherwise, at fault)condition, and the above provided for assumptions and indemnifications by Buyer shall expressly cover and include such matters so arising out of such conditionmatters. Buyer also assumesTHE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, and agrees to timely pay and performOBLIGATIONS, and to indemnify Sellers with respect toOR LIABILITIES, 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. OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (bi) Subject to the terms and conditions of this Section 14NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, Sellers shall severally 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 (and not jointly and severally) indemnify, defend, and hold harmless Buyer from and against any and all costs, expenses or other liabilities asserted against, resulting to, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or resulting from any proceeding initiated by a person or entity other than Buyer or any affiliate of Buyer (a "Third Party") against Buyer or with respect to the Properties as a result of a condition existing on the Oil and Gas Properties as of the Closing which constitutes a violation of existing Applicable Environmental Laws (an "Environmental Claim"ii), with respect to which Buyer has given written notice to Sellers prior to 5 p.m. Mountain Time on April 15, 2001, except for Environmental Claims for which Purchase Price adjustments under Section 8 hereof have been made or which were asserted prior to the Defect Date, and as further set forth in this section. Buyer covenants and agrees that neither Buyer nor any affiliate of Buyer will disclose or otherwise reveal to any Third Party any facts or other information concerning or relating to any matter which might be the subject of an Environmental Claim. Without limiting the foregoing, neither Buyer nor any affiliate of Buyer shall solicit or encourage Third Parties to commence any Environmental Claim against Buyer or with respect to the Properties for which Buyer would be entitled to indemnification under this Section 14. To the extent that Buyer (or its affiliates) breaches its covenants set forth in the preceding sentences, the indemnification set forth in this Section 14 shall not be applicable to any Environmental Claim in any way arising from or connection with such breach.

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) (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties Assets after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(d) above), and (b) to release, indemnify and hold each Seller, its parent and subsidiary companies and other affiliates, and its and their directors, officers, employees and agents the 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 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, xxxxx located on the PropertiesAssets, to restore the surface of the Properties Assets and to comply with, or to bring the Properties Assets into compliance with, applicable environmental lawsApplicable Environmental Laws including all liability and expense for any restoration, including conducting any remediation activities which 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)Assets, regardless of when the events occurred which that give rise to such condition (and regardless of whether any Seller, its officers, employees, agents or other representatives, were wholly or partially negligent or otherwise, at fault)condition, and the above provided for assumptions assumptions, and indemnifications by Buyer set forth in this Section shall expressly cover and include such matters so arising out of such conditionmatters. Buyer also assumesTHE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, and agrees to timely pay and performOBLIGATIONS, and to indemnify Sellers with respect toOR LIABILITIES, 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 liabilityOR 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. (b) Subject to the terms and conditions of this Section 14, Sellers shall severally (and not jointly and severally) indemnify, defend, and hold harmless Buyer from and against any and all costs, expenses or other liabilities asserted against, resulting to, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or resulting from any proceeding initiated by a person or entity other than Buyer or any affiliate of Buyer (a "Third Party") against Buyer or with respect to the Properties as a result of a condition existing on the Oil and Gas Properties as of the Closing which constitutes a violation of existing Applicable Environmental Laws (an "Environmental Claim"), with respect to which Buyer has given written notice to Sellers prior to 5 p.m. Mountain Time on April 15, 2001, except for Environmental Claims for which Purchase Price adjustments under Section 8 hereof have been made or which were asserted prior to the Defect Date, and as further set forth in this section. Buyer covenants and agrees that neither Buyer nor any affiliate of Buyer will disclose or otherwise reveal to any Third Party any facts or other information concerning or relating to any matter which might be the subject of an Environmental Claim. Without limiting the foregoing, neither Buyer nor any affiliate of Buyer shall solicit or encourage Third Parties to commence any Environmental Claim against Buyer or with respect to the Properties for which Buyer would be entitled to indemnification under this Section 14. To the extent that Buyer (or its affiliates) breaches its covenants set forth in the preceding sentences, the indemnification set forth in this Section 14 shall not be applicable to any Environmental Claim in any way arising from or connection with such breach.

Assumption and Indemnification. (a) Buyer shallThe General Partner agrees, on as of the date of Closing, agree Closing (and, upon the execution and delivery to Buyer of the Conveyance 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 Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(d) aboveArticle II(c), and (b) to indemnify and hold each Sellerthe 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 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 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, xxxxx located wellx xxxated on the Properties, to restore the surface of the Properties surface, 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 any SellerAND REGARDLESS OF WHETHER THE PARTNERSHIP, its officersITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, employeesAND ITS AND THEIR RESPECTIVE SHAREHOLDERS, agents or other representativesMEMBERS, were wholly or partially negligent or otherwiseOWNERS, at faultDIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by Buyer the General Partner 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. (b) Subject to the terms and conditions of this Section 14, Sellers shall severally (and not jointly and severally) indemnify, defend, and hold harmless Buyer from and against any and all costs, expenses or other liabilities asserted against, resulting to, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or resulting from any proceeding initiated by a person or entity other than Buyer or any affiliate of Buyer (a "Third Party") against Buyer or with respect to the Properties as a result of a condition existing on the Oil and Gas Properties as of the Closing which constitutes a violation of existing Applicable Environmental Laws (an "Environmental Claim"), with respect to which Buyer has given written notice to Sellers prior to 5 p.m. Mountain Time on April 15, 2001, except for Environmental Claims for which Purchase Price adjustments under Section 8 hereof have been made or which were asserted prior to the Defect Date, and as further set forth in this section. Buyer covenants and agrees that neither Buyer nor any affiliate of Buyer will disclose or otherwise reveal to any Third Party any facts or other information concerning or relating to any matter which might be the subject of an Environmental Claim. Without limiting the foregoing, neither Buyer nor any affiliate of Buyer shall solicit or encourage Third Parties to commence any Environmental Claim against Buyer or with respect to the Properties for which Buyer would be entitled to indemnification under this Section 14. To the extent that Buyer (or its affiliates) breaches its covenants set forth in the preceding sentences, the indemnification set forth in this Section 14 shall not be applicable to any Environmental Claim in any way arising from or connection with such breach.

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) (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties Assets after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(d) above), and (b) to release, indemnify and hold each Seller, its parent and subsidiary companies and other affiliates, and its and their directors, officers, employees and agents the 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 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, xxxxx located on the PropertiesAssets, to restore the surface of the Properties Assets and to comply with, or to bring the Properties Assets into compliance with, applicable environmental lawsApplicable Environmental Laws including all liability and expense for any restoration, including conducting any remediation activities which 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)Assets, regardless of when the events occurred which that give rise to such condition (and regardless of whether any Seller, its officers, employees, agents or other representatives, were wholly or partially negligent or otherwise, at fault)condition, and the above provided for assumptions assumptions, and indemnifications by Buyer set forth in this Section shall expressly cover and include such matters so arising out of such conditionmatters. Buyer also assumesTHE ASSUMPTIONS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH DUTIES, and agrees to timely pay and performOBLIGATIONS, and to indemnify Sellers with respect toOR LIABILITIES, 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 liabilityOR 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. (b) Subject to the terms and conditions of this Section 14, Sellers shall severally (and not jointly and severally) indemnify, defend, and hold harmless Buyer from and against any and all costs, expenses or other liabilities asserted against, resulting to, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or resulting from any proceeding initiated by a person or entity other than Buyer or any affiliate of Buyer (a "Third Party") against Buyer or with respect to the Properties as a result of a condition existing on the Oil and Gas Properties as of the Closing which constitutes a violation of existing Applicable Environmental Laws (an "Environmental Claim"), with respect to which Buyer has given written notice to Sellers prior to 5 p.m. Mountain Time on April 15, 2001, except for Environmental Claims for which Purchase Price adjustments under Section 8 hereof have been made or which were asserted prior to the Defect Date, and as further set forth in this section. Buyer covenants and agrees that neither Buyer nor any affiliate of Buyer will disclose or otherwise reveal to any Third Party any facts or other information concerning or relating to any matter which might be the subject of an Environmental Claim. Without limiting the foregoing, neither Buyer nor any affiliate of Buyer shall solicit or encourage Third Parties to commence any Environmental Claim against Buyer or with respect to the Properties for which Buyer would be entitled to indemnification under this Section 14. To the extent that Buyer (or its affiliates) breaches its covenants set forth in the preceding sentences, the indemnification set forth in this Section 14 shall not be applicable to any Environmental Claim in any way arising from or connection with such breach.

Assumption and Indemnification. (a) Buyer shallSeller agrees, on as of the date of Closing, agree Closing (and, upon the execution and delivery to Buyer of the Conveyance 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 ownership and/or operation of the Properties before the Effective Date; provided, however, that the 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 after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(dARTICLE II(c) aboveand those discussed in SECTION 18.4), and (b) to indemnify indemnify, defend and hold each 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 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, xxxxx located on the Properties, Properties and to restore the surface of the Properties 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 any Seller, its officers, employees, agents or other representatives, were wholly or partially negligent or otherwise, at fault), and the above provided for assumptions and indemnifications surface. The assumption by Buyer shall expressly cover and include such matters so arising out of such condition. Buyer also assumesSeller's duties, and agrees to timely pay and perform, and to indemnify Sellers with respect to, all obligations and liabilities with respect of a given contract or agreement or provision thereof as described above shall be subject, however, 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. (b) Subject to the terms and conditions of this Section 14, Sellers shall severally (and not jointly and severally) indemnify, defend, and hold harmless Buyer from and against any and all costs, expenses or other liabilities asserted against, resulting to, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or resulting from any proceeding initiated by a person or entity other than Buyer or any affiliate of Buyer (a "Third Party") against Buyer or with respect to the Properties as a result of a condition existing on the Oil and Gas Properties as of the Closing which constitutes a violation of existing Applicable Environmental Laws (an "Environmental Claim"), with respect to which Buyer has given written notice to Sellers prior to 5 p.m. Mountain Time on April 15, 2001, except for Environmental Claims for which Purchase Price adjustments under Section 8 hereof have been made or which were asserted prior to the Defect Date, and as further set forth in this section. Buyer covenants and agrees that neither Buyer nor any affiliate of Buyer will disclose or otherwise reveal to any Third Party any facts or other information concerning or relating to any matter which might be the subject of an Environmental Claim. Without limiting the foregoing, neither Buyer nor any affiliate of Buyer shall solicit or encourage Third Parties to commence any Environmental Claim against Buyer or with respect to the Properties for which Buyer would be entitled to indemnification under this Section 14. To the extent that Buyer (or its affiliates) breaches its covenants set forth in the preceding sentences, the indemnification set forth in this Section 14 shall not be applicable a limitation on) the right of Buyer to any Environmental Claim assert under SECTION 7.1 that such contract or agreement is not a Permitted Encumbrance and to the provisions of SECTION 7.2 regarding an adjustment of the Base Purchase Price in any way arising from or connection with such breachrespect of a Defect therefor.

Assumption and Indemnification. (a) Buyer shallThe General Partner agrees, on as of the date of Closing, agree Closing (and, upon the execution and delivery to Buyer of the Conveyance 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 Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(d) aboveARTICLE II(C), and (b) to indemnify and hold each Sellerthe 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 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 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, xxxxx wells located on the PropertiesPxxxxxties, to restore the surface of the Properties surface, 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 any SellerAND REGARDLESS OF WHETHER THE PARTNERSHIP, its officersITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, employeesAND ITS AND THEIR RESPECTIVE SHAREHOLDERS, agents or other representativesMEMBERS, were wholly or partially negligent or otherwiseOWNERS, at faultDIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by Buyer the General Partner 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. (b) Subject to the terms and conditions of this Section 14, Sellers shall severally (and not jointly and severally) indemnify, defend, and hold harmless Buyer from and against any and all costs, expenses or other liabilities asserted against, resulting to, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or resulting from any proceeding initiated by a person or entity other than Buyer or any affiliate of Buyer (a "Third Party") against Buyer or with respect to the Properties as a result of a condition existing on the Oil and Gas Properties as of the Closing which constitutes a violation of existing Applicable Environmental Laws (an "Environmental Claim"), with respect to which Buyer has given written notice to Sellers prior to 5 p.m. Mountain Time on April 15, 2001, except for Environmental Claims for which Purchase Price adjustments under Section 8 hereof have been made or which were asserted prior to the Defect Date, and as further set forth in this section. Buyer covenants and agrees that neither Buyer nor any affiliate of Buyer will disclose or otherwise reveal to any Third Party any facts or other information concerning or relating to any matter which might be the subject of an Environmental Claim. Without limiting the foregoing, neither Buyer nor any affiliate of Buyer shall solicit or encourage Third Parties to commence any Environmental Claim against Buyer or with respect to the Properties for which Buyer would be entitled to indemnification under this Section 14. To the extent that Buyer (or its affiliates) breaches its covenants set forth in the preceding sentences, the indemnification set forth in this Section 14 shall not be applicable to any Environmental Claim in any way arising from or connection with such breach.