Common use of Buyer’s Indemnification Clause in Contracts

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING THOSE INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE ASSUMED OBLIGATIONS REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES; (II) ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION OF THE ASSETS FOLLOWING THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE LAW AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH THE TERMS OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATOR; AND (IV) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION OR ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05.

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, EXCEPT TO THE EXTENT SELLERS HAVE AN INDEMNITY OBLIGATION UNDER SECTION 12.04, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER INDEMNITEES SELLERS, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLERS INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING THOSE INCLUDING, WITHOUT LIMITATION, INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO (IA) THE ASSUMED OBLIGATIONS OR (B) ANY INACCURACY OR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT OF BUYER CONTAINED IN THIS AGREEMENT THAT SURVIVES THE CLOSING, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER SELLERS INDEMNITEES; , EXCLUDING ANY SELLERS INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Section 12.04 Sellers’ Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLERS SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (IICOLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (A) THE RETAINED OBLIGATIONS, OR (B) ANY INACCURACY OR BREACH OF ANY REPRESENTATION, WARRANTYWARRANTY OR COVENANT OF SELLERS CONTAINED IN THIS AGREEMENT THAT SURVIVES THE CLOSING, COVENANT REGARDLESS OF WHETHER CAUSED OR AGREEMENT CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION ANY OF THE ASSETS FOLLOWING THE EFFECTIVE TIMEBUYER INDEMNITEES, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE LAW AND INDUSTRY STANDARDS, AND BUYEREXCLUDING ANY BUYER INDEMNITEE’S COMPLIANCE WITH THE TERMS OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATOR; AND (IV) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION GROSS NEGLIGENCE OR ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05WILLFUL MISCONDUCT.

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, EXCEPT TO THE EXTENT SELLER HAS AN INDEMNITY OBLIGATION UNDER SECTION 12.04, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLER INDEMNITEES INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING THOSE INCLUDING, WITHOUT LIMITATION, INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE ASSUMED OBLIGATIONS OR ANY INACCURACY OR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT OF BUYER CONTAINED IN THIS AGREEMENT THAT SURVIVES THE CLOSING, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES EXCLUDING ANY SELLER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Section 12.04 Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES; ”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (IIA) THE RETAINED OBLIGATIONS, OR (B) ANY INACCURACY OR BREACH OF ANY REPRESENTATION, WARRANTYWARRANTY OR COVENANT OF SELLER CONTAINED IN THIS AGREEMENT THAT SURVIVES THE CLOSING, COVENANT OR AGREEMENT (C) CLAIMS OF SELLER OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION FRACING INTO THE AUSTIN CHALK FORMATION WHILE FRACING IN A WELLBORE LOCATED IN THE EAGLE FORD SHALE FORMATION OR IN ANY OTHER FORMATION OR DEPTH BELOW THE BASE OF THE ASSETS FOLLOWING AUSTIN CHALK FORMATION OR WHILE FRACING IN THAT PORTION OF ANY WELLBORES FOR HORIZONTAL XXXXX AFTER SUCH WELLBORES FIRST ENCOUNTER THE EFFECTIVE TIMEEAGLE FORD SHALE FORMATION, PROVIDED OR (D) CLAIMS OF SELLER OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH BUYER ENCOUNTERING THE AUSTIN CHALK FORMATION “D” ZONE IN THAT PORTION OF ANY WELLBORES FOR HORIZONTAL XXXXX AFTER SUCH WELLBORES FIRST ENCOUNTER THE EAGLE FORD SHALE FORMATION, OR (E) CLAIMS OF SELLER ACTS AT ALL TIMES OR ITS SUCCESSORS OR ASSIGNS IN RESPECT CONNECTION WITH BUYER PRODUCING HYDROCARBONS FROM THE AUSTIN CHALK FORMATION FROM A WELLBORE DRILLED BY BUYER IN THE EAGLE FORD SHALE FORMATION OR IN ANY OTHER FORMATION OR DEPTH BELOW THE BASE OF THE ASSETS IN ACCORDANCE WITH APPLICABLE LAW AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH THE TERMS AUSTIN CHALK FORMATION OR FROM THAT PORTION OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED WELLBORES FOR HORIZONTAL XXXXX AFTER SUCH WELLBORES FIRST ENCOUNTER THE EAGLE FORD SHALE FORMATION, INSOFAR AS SUCH WELLBORES DO NOT SUBSEQUENTLY ENCOUNTER ANY DEPTH ABOVE THE AUSTIN CHALK FORMATION “D” ZONE, IN THE CASE OF ITEMS (C), (D) AND (E) ABOVE, TO THE ELECTION EXTENT SUCH WELLBORES ARE IN AND UNDER LANDS COVERED BY THE LEASES AND WHETHER OR NOT THE WELLBORES ARE IN NEW XXXXX DRILLED BY BUYER OR EXISTING XXXXX SUBSEQUENTLY ASSIGNED BY SELLER TO BUYER, AND, IN EACH CASE, REGARDLESS OF A SUCCESSOR OPERATOR; AND (IV) ANY ERRONEOUS PAYMENTWHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; providedJOINT, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION COMPARATIVE OR ANY BREACH CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY REPRESENTATION, WARRANTY, COVENANT OF THE BUYER INDEMNITEES EXCLUDING ANY BUYER INDEMNITEE’S GROSS NEGLIGENCE OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05WILLFUL MISCONDUCT.

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, BUYER SHALL AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD SELLER HARMLESS SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, LOSSESJUDGMENTS, CAUSES OF ACTION, REASONABLE COSTS AND OR EXPENSES (INCLUDING THOSE INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS INCLUDING, WITHOUT LIMITATION, ANY AND INCLUDING COURT COSTS AND ALL REASONABLE COSTS, EXPENSES, ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR CONSEQUENTIAL DAMAGES AND OTHER COSTS INCURRED IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE ASSUMED OBLIGATIONS REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY DEFENSE OF ANY CLAIM OR LAWSUIT ARISING THEREFROM), OF WHATSOEVER NATURE ATTRIBUTABLE TO THE SELLER INDEMNITEES; (II) ANY BREACH OF ANY REPRESENTATIONOWNERSHIP, WARRANTY, COVENANT OPERATION OR AGREEMENT OF BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION ADMINISTRATION OF THE ASSETS FOLLOWING AFTER THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT INCLUDING, WITHOUT LIMITATION: (a) DAMAGES TO PERSONS OR PROPERTY; (b) FINES, PENALTIES, MONETARY SANCTIONS OR OTHER AMOUNTS PAYABLE FOR FAILURE TO COMPLY WITH THE REQUIREMENTS OF APPLICABLE ENVIRONMENTAL, SECURITIES, SAFETY OR HEALTH LAWS (WHETHER FEDERAL, STATE OR LOCAL); (c) THE ASSETS IN ACCORDANCE WITH APPLICABLE VIOLATION BY BUYER OF ANY LAW AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH OR REGULATION OR THE TERMS OF ANY APPLICABLE AGREEMENT BINDING UPON THE BUYER; (d) CLAIMS OF BUYER’S CO-OWNERS, JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATORVENTURERS AND OTHER PARTICIPANTS; AND (IVe) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION OR ANY BREACH CLAIMS ARISING OUT OF ANY REPRESENTATIONTAX AUDITS AND THE INCORRECT PAYMENT OF ROYALTIES UNDER THE INTERESTS. BUYER AGREES TO RELEASE, WARRANTYDEFEND, COVENANT INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, CAUSES OF ACTION, REASONABLE COSTS OR AGREEMENT EXPENSES (INCLUDING, WITHOUT LIMITATION, ANY AND ALL REASONABLE COSTS, EXPENSES, ATTORNEYS’ FEES, CONSEQUENTIAL DAMAGES AND OTHER COSTS INCURRED IN DEFENSE OF BUYER MADE IN THIS AGREEMENTANY CLAIM OR LAWSUIT ARISING THEREFROM), OF WHATSOEVER NATURE ATTRIBUTABLE TO THE LIABILITIES, DUTIES, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND OBLIGATIONS ASSUMED BY BUYER IN SECTION 18.054.1(A)(ii).

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, BUYER SHALL RELEASE, AGREES TO DEFEND, INDEMNIFY AND HOLD ----------------------- SELLER HARMLESS SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, LOSSESJUDGMENTS, CAUSES OF ACTION, REASONABLE COSTS AND OR EXPENSES (INCLUDING THOSE INVOLVING THEORIES INCLUDING, WITHOUT LIMITATION, ANY AND ALL REASONABLE COSTS, EXPENSES, ATTORNEYS' FEES, CONSEQUENTIAL DAMAGES AND OTHER COSTS INCURRED IN DEFENSE OF NEGLIGENCE ANY CLAIM OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELYLAWSUIT ARISING THEREFROM), THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, OF WHATSOEVER NATURE ARISING OUT OFOF OR RELATING TO BUYER'S OWNERSHIP, OPERATION OR RELATED TO ADMINISTRATION OF THE ASSETS AFTER THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, (I) THE ASSUMED OBLIGATIONS REGARDLESS OF WHETHER CAUSED DAMAGES TO PERSONS OR CONTRIBUTED TO BY THE SOLEPROPERTY, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES; (II) ANY BREACH FINES, PENALTIES, MONETARY SANCTIONS OR OTHER AMOUNTS PAYABLE FOR FAILURE TO COMPLY WITH THE REQUIREMENTS OF ANY REPRESENTATIONAPPLICABLE ENVIRONMENTAL LAWS, WARRANTYSECURITIES, COVENANT SAFETY OR AGREEMENT OF BUYER UNDER THIS AGREEMENT; HEALTH LAW (WHETHER FEDERAL, STATE OR LOCAL), (III) SELLER’S OPERATION THE VIOLATION BY BUYER OF THE ASSETS FOLLOWING THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE ANY LAW AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH OR REGULATION OR THE TERMS OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED TO BINDING UPON THE ELECTION OF A SUCCESSOR OPERATOR; AND BUYER, (IV) ANY ERRONEOUS PAYMENTCLAIMS OF BUYER'S CO-OWNERS, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; providedJOINT VENTURERS AND OTHER PARTICIPANTS, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II(V) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION OR ANY BREACH CLAIMS ARISING OUT OF ANY REPRESENTATIONTAX AUDITS, WARRANTY, COVENANT EXCEPT IN EACH CASE FOR THOSE ARISING OUT OF SELLER'S GROSS NEGLIGENCE OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05WILLFUL MISCONDUCT.

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURSBUYER AGREES TO INDEMNIFY, BUYER SHALL RELEASE, DEFEND, INDEMNIFY DEFEND AND HOLD SELLERS AND SELLER’S AFFILIATES AND EACH OF THEIR RESPECTIVE SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES (“SELLER INDEMNITEES”) HARMLESS SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIESDEMANDS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTIONACTION AND JUDGMENTS OF ANY KIND OR CHARACTER, INCLUDING, WITHOUT LIMITATION, ANY INTEREST, PENALTY, ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF (INCLUDING THOSE INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSSCLAIMS”) AS A RESULT OFWITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, DIRECTLY RELATED TO, DIRECTLY ATTRIBUTABLE TO OR DIRECTLY ARISING OUT OF, OR RELATED TO OF THE (I) THE ASSUMED OBLIGATIONS REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLEOBLIGATIONS, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES; (II) ANY BUYER’S BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION OF THE ASSETS FOLLOWING THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE LAW ITS REPRESENTATIONS AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH THE TERMS OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATOR; AND (IV) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION OR ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER MADE WARRANTIES SET FORTH IN THIS AGREEMENT, AND OR (III) BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED BREACH OF ITS COVENANTS CONTAINED IN THIS AGREEMENT. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION 18.03 SHALL APPLY REGARDLESS OF THE SOLE, PARTIAL, COMPARATIVE, CONCURRENT OR OTHER FAULT, NEGLIGENCE OR STRICT, PRE- EXISTING OR OTHER LIABILITY ON THE PART OF SELLER. ADDITIONALLY, THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF THE OBLIGATIONS OF SELLER, BE THEY IN SECTION 18.05TORT, CONTRACT, QUASI- CONTRACT, STATUTORY OR OTHERWISE.

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, EXCEPT TO THE EXTENT SELLER HAS AN INDEMNITY OBLIGATION UNDER SECTION 12.04, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLER INDEMNITEES INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING THOSE INCLUDING, WITHOUT LIMITATION, INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE ASSUMED OBLIGATIONS OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES EXCLUDING ANY SELLER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Section 12.04 Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES; ”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (IIA) THE RETAINED OBLIGATIONS, OR (B) ANY INACCURACY OR BREACH OF ANY REPRESENTATION, WARRANTYWARRANTY OR COVENANT OF SELLER CONTAINED IN THIS AGREEMENT THAT SURVIVES THE CLOSING, COVENANT IN EACH CASE, REGARDLESS OF WHETHER CAUSED OR AGREEMENT CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION ANY OF THE ASSETS FOLLOWING THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE LAW AND INDUSTRY STANDARDS, AND BUYERBUYER INDEMNITEES EXCLUDING ANY BUYER INDEMNITEE’S COMPLIANCE WITH THE TERMS OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATOR; AND (IV) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION GROSS NEGLIGENCE OR ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05WILLFUL MISCONDUCT.

Buyer’s Indemnification. PROVIDED THAT TO THE CLOSING OCCURSEXTENT OF BUYER’S TEN (10%) PERCENT OF EIGHT-EIGHTHS (8/8ths) WORKING INTEREST, BUYER SHALL RELEASE, AGREES TO DEFEND, INDEMNIFY AND HOLD SELLER HARMLESS SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, LOSSESJUDGMENTS, CAUSES OF ACTION, REASONABLE COSTS AND OR EXPENSES (INCLUDING THOSE INVOLVING THEORIES INCLUDING, WITHOUT LIMITATION, ANY AND ALL REASONABLE COSTS, EXPENSES, ATTORNEYS' FEES, CONSEQUENTIAL DAMAGES AND OTHER COSTS INCURRED IN DEFENSE OF NEGLIGENCE ANY CLAIM OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELYLAWSUIT ARISING THEREFROM), THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, OF WHATSOEVER NATURE ARISING OUT OFOF OR RELATING TO BUYER'S OWNERSHIP, OPERATION OR RELATED TO ADMINISTRATION OF THE ASSETS FROM AND AFTER THE EFFECTIVE DATE, INCLUDING, WITHOUT LIMITATION; (I) THE ASSUMED OBLIGATIONS REGARDLESS OF WHETHER CAUSED DAMAGES TO PERSONS OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEESPROPERTY; (II) ANY FINES, PENALTIES, MONETARY SANCTIONS OR OTHER AMOUNTS PAYABLE FOR FAILURE TO COMPLY WITH THE REQUIREMENTS OF APPLICABLE ENVIRONMENTAL, SECURITIES, SAFETY OR HEALTH LAWS (WHETHER FEDERAL, STATE OR LOCAL); (III) THE BREACH OF ANY REPRESENTATION, WARRANTY, WARRANTY OR COVENANT OR AGREEMENT OF BUYER UNDER CONTAINED IN THIS AGREEMENT; (IIIIV) SELLER’S OPERATION THE VIOLATION BY BUYER OF THE ASSETS FOLLOWING THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE ANY LAW AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH OR REGULATION OR THE TERMS OF ANY APPLICABLE AGREEMENT BINDING UPON BUYER; (V) CLAIMS OF BUYER'S CO-OWNERS, JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATORVENTURERS AND OTHER PARTICIPANTS; AND (IVVI) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION OR ANY BREACH CLAIMS ARISING OUT OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05.TAX AUDITS;

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, EXCEPT TO THE EXTENT SELLER HAS AN INDEMNITY OBLIGATION UNDER SECTION 12.04, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLER INDEMNITEES INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING THOSE INCLUDING, WITHOUT LIMITATION, INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE ASSUMED OBLIGATIONS OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES; (II) INDEMNITEES EXCLUDING ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT SELLER INDEMNITEE’S GROSS NEGLIGENCE OR AGREEMENT OF BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION OF THE ASSETS FOLLOWING THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE LAW AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH THE TERMS OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATOR; AND (IV) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION OR ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05WILLFUL MISCONDUCT.

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING THOSE INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE ASSUMED OBLIGATIONS REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES; (II) ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION OF THE ASSETS FOLLOWING THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE LAW AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH THE TERMS OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATOR; AND (IV) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, BuyerXxxxx’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION OR ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05.

Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURSOCCURS AND SUBJECT TO SECTIONS 11.03 AND 15.13, EXCEPT TO THE EXTENT SELLERS HAVE AN INDEMNITY OBLIGATION UNDER SECTION 12.04, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH SELLER, AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE FORMER, CURRENT OR FUTURE, PARTNERS, MEMBERS, SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLER INDEMNITEES INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING THOSE CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE ASSUMED OBLIGATIONS OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES; (II) INDEMNITEES EXCLUDING ANY BREACH OF ANY REPRESENTATIONLOSSES AS A RESULT OF, WARRANTYARISING OUT OF, COVENANT OR AGREEMENT OF BUYER UNDER THIS AGREEMENT; (III) SELLER’S OPERATION OF THE ASSETS FOLLOWING THE EFFECTIVE TIME, PROVIDED THAT SELLER ACTS AT ALL TIMES IN RESPECT OF THE ASSETS IN ACCORDANCE WITH APPLICABLE LAW AND INDUSTRY STANDARDS, AND BUYER’S COMPLIANCE WITH THE TERMS OF ANY APPLICABLE JOINT OPERATING AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATOR; AND (IV) ANY ERRONEOUS PAYMENT, PROVIDED THAT SELLER REMITS TO BUYER ANY MONIES THAT SELLER FAILED TO PAY WITH RESPECT TO ANY SUCH ERRONEOUS PAYMENT; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Buyer’s indemnification obligation under Section 18.03(II) and Section 18.03(III) shall apply only if and to the extent Seller provides Buyer with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.03 SHALL BE SELLERINDEMNITEE’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY OBLIGATION GROSS NEGLIGENCE OR ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF BUYER MADE IN THIS AGREEMENT, AND BUYER’S LIABILITY WITH RESPECT THERETO SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING PROVIDED IN THIS SECTION 18.03 AND IN SECTION 18.05WILLFUL MISCONDUCT.