Common use of Indemnification of the Company and the Guarantor Clause in Contracts

Indemnification of the Company and the Guarantor. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the information contained in the first and second sentences of the third paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraph, respectively, under the caption “Plan of distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.

Indemnification of the Company and the Guarantor. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and the Guarantor, each of their respective directors and officers and each person, if any, who controls the Company or the Guarantor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication Communication, any Permitted General Solicitation or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the information contained in the first and second sentences of the third paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth tenth paragraph and the thirteenth paragraph, respectively, under the caption “Plan of distributionDistribution” in the Preliminary Offering Memorandum and the Offering Memorandum.

Indemnification of the Company and the Guarantor. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the information contained in the first and second sentences of the third paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraph, respectively, under the caption “Plan of distribution” following paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the third paragraph, the first sentence of the eighth paragraph and the ninth paragraph under the caption “Plan of distribution.”

Indemnification of the Company and the Guarantor. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and the Guarantor, each of their respective directors and directors, officers and each person, if any, who controls the Company or the Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity set forth in paragraph (a) abovefrom the Company and the Guarantor to such Underwriter, but only with respect reference to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering MemorandumRegistration Statement, any of the other Issuer Free Writing Prospectus, any Time of Sale Information, any Issuer Written Communication Information or the Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood . Each of the Company and agreed the Guarantor hereby acknowledges that the only such information consists of that the following: Underwriters through the information contained Representatives has furnished to the Company expressly for use in the first and second sentences Registration Statement, any Issuer Free Writing Prospectus, any Time of Sale Information or the third paragraph, Prospectus (or any amendment or supplement thereto) are the fourth and statements set forth in the fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraph, respectively, tenth paragraph under the caption heading “Plan Underwriting (Conflicts of distributionInterest)” in the Preliminary Offering Memorandum Prospectus and the Offering MemorandumProspectus.

Indemnification of the Company and the Guarantor. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors and their respective officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering MemorandumRegistration Statement, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the information statements concerning the Underwriters contained in the first and second sentences of the third paragraph and in each sentence of the eighth paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraph, respectivelyin each case, under the caption “Plan of distributionUnderwriting” in the Preliminary Offering Memorandum Prospectus and the Offering MemorandumProspectus.

Indemnification of the Company and the Guarantor. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Preliminary Offering MemorandumProspectus, any of the other Time of Sale InformationPricing Prospectus, any Issuer Written Communication Free Writing Prospectus or the Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information provided by any Underwriter consists of (i) the following: statements with respect to the information contained Underwriters’ intention to make a market in the first and second sentences of Securities in the third paragraph, the fourth and fifth sentences of the fourteenth seventh full paragraph and the third and fourth sentences of the sixteenth paragraph, respectively, under the caption “Plan Underwriting” and (ii) the statements with respect to stabilization and over-allotment of distribution” the Securities by the Underwriters (with respect to themselves only), and penalty bids that may be imposed by the Underwriters in the Preliminary Offering Memorandum eighth and ninth full paragraphs under the Offering Memorandumcaption “Underwriting” (such information, being “Underwriter Information”).

Indemnification of the Company and the Guarantor. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors or managers, as applicable, and officers and each person, if any, person who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering MemorandumRegistration Statement, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the information contained in fifth paragraph, the first and second sentences sentence of the third seventh paragraph, the fourth and fifth sentences of the fourteenth eighth paragraph and the first, second and third and fourth sentences sentence of the sixteenth ninth paragraph, respectivelyin each case, found under the caption heading “Plan Underwriting (Conflicts of distribution” in the Preliminary Offering Memorandum and the Offering MemorandumInterest).”

Indemnification of the Company and the Guarantor. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors or managers, as applicable, and officers and each person, if any, person who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Preliminary Offering MemorandumProspectus, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the information contained in fifth paragraph and the first and second sentences sentence of the third eighth paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraphin each case, respectively, found under the caption heading “Plan of distributionUnderwriting” in (collectively, the Preliminary Offering Memorandum and the Offering Memorandum“Underwriter Information”).

Indemnification of the Company and the Guarantor. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and, on the PXP Merger Date upon execution and delivery of the Joinder Agreement, the Guarantor, Guarantor and each of their respective directors and officers and each person, if any, who controls the Company or the Guarantor Guarantor, if any, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the information contained in the first and second sentences of the third paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraph, respectively, under the caption “Plan of distribution” following paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the third paragraph, (ii) the fourth and fifth sentences of the tenth paragraph and (iii) the thirteenth paragraph, in each case under the caption “Plan of distribution”.

Indemnification of the Company and the Guarantor. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the following: the following information contained in the first and second sentences of the third paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraph, respectively, under the caption “Plan of distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the fourth paragraph, (ii) the fourth and fifth sentences of the eighth paragraph and (iii) the eleventh paragraph, each under the caption “Plan of distribution” section therein.

Indemnification of the Company and the Guarantor. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors or managers, as applicable, and officers and each person, if any, person who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Registration Statement, the Preliminary Offering MemorandumProspectus, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the information contained in fifth paragraph and the first and second sentences sentence of the third eighth paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraphin each case, respectively, found under the caption heading “Plan of distributionUnderwriting” in (collectively, the Preliminary Offering Memorandum and the Offering Memorandum“Underwriter Information”).

Indemnification of the Company and the Guarantor. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the following: the following information contained in the first and second sentences of the third paragraph, the fourth and fifth sentences of the fourteenth paragraph and the third and fourth sentences of the sixteenth paragraph, respectively, under the caption “Plan of distribution” in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the fourth paragraph, (ii) the fourth and fifth sentences of the ninth paragraph and (iii) the twelfth paragraph, each under the caption “Plan of distribution” section therein.