Common use of Liabilities and Indemnities Clause in Contracts

Liabilities and Indemnities. (A) Indemnity by the Service Recipient. (i) THE SERVICE RECIPIENT SHALL FULLY INDEMNIFY AND DEFEND THE SERVICE PROVIDER AND ITS AFFILIATES (THE “PARAGON INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, DEMANDS, CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, EXPENSES AND BRAZILIAN INDIRECT TAXES, BUT EXCLUDING TAXES, AS DEFINED IN THE TAX SHARING AGREEMENT) (“DAMAGES”) DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER. (ii) THE SERVICE RECIPIENT SHALL FULLY INDEMNIFY AND DEFEND THE PARAGON INDEMNIFIED PARTIES FROM AND AGAINST ANY DAMAGES OR LOSS TO ANY OF THE NOBLE RIGS OR ANY RELATED EQUIPMENT OR PARTS, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER. (B) Indemnity by the Service Provider. THE SERVICE PROVIDER SHALL FULLY INDEMNIFY AND DEFEND THE SERVICE RECIPIENT AND ITS AFFILIATES (THE “NOBLE INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL DAMAGES DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF THE SERVICE PROVIDER OR ITS AFFILIATES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT (REGARDLESS OF CAUSE) SHALL THE SERVICE PROVIDER BE LIABLE TO THE NOBLE INDEMNIFIED PARTIES WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT (A) RELATED TO THE ACTIONS OF ANY SUPERVISORY EMPLOYEE, FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRIOR TO THE DATE ON WHICH THE ACTION GIVING RISE TO SUCH CLAIM OCCURRED (OR, IF SUCH TWELVE MONTH PERIOD HAS NOT FULLY RUN, THE AMOUNT EXPECTED TO BE PAID TO THE SERVICE PROVIDER DURING SUCH TWELVE MONTH PERIOD BY WAY OF EXTRAPOLATION ON THE AMOUNTS PAID DURING SUCH SHORTER PERIOD) AND (B) RELATED TO THE ACTIONS OF ANY PARAGON PERSON OTHER THAN A SUPERVISORY EMPLOYEE, FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE FIRST FULL MONTH AFTER THE EFFECTIVE DATE.

Liabilities and Indemnities. (A) Indemnity by the Service Recipient. (i) THE Receiver. EACH PARTY IN ITS CAPACITY AS A SERVICE RECIPIENT RECEIVER SHALL FULLY INDEMNIFY AND DEFEND THE OTHER PARTY IN ITS CAPACITY AS A SERVICE PROVIDER AND ITS AFFILIATES (THE “PARAGON SERVICE PROVIDER INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, DEMANDS, CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, FEES AND EXPENSES AND BRAZILIAN INDIRECT TAXES, BUT EXCLUDING TAXES, AS DEFINED IN THE TAX SHARING AGREEMENT) (“DAMAGES”) DIRECTLY OR INDIRECTLY RELATED TO THE PROVISION OF SERVICES BY THE SERVICE PROVIDER UNDER THIS AGREEMENT, INCLUDING DAMAGES CAUSED BY THE SERVICE RECEIVER’S BREACH OF THIS AGREEMENT AND DAMAGES CAUSED BY ANY SERVICE PROVIDER INDEMNIFIED PARTY TO ANY OF THE RIGS, RELATED EQUIPMENT OR OTHER ASSETS OR PERSONNEL OF THE SERVICE RECEIVER, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION APPLICABLE SERVICE PROVIDER OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER. (ii) THE SERVICE RECIPIENT SHALL FULLY INDEMNIFY AND DEFEND THE PARAGON INDEMNIFIED PARTIES FROM AND AGAINST ANY DAMAGES OR LOSS TO ANY OF THE NOBLE RIGS OR ANY RELATED EQUIPMENT OR PARTS, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIESITS AFFILIATES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER. (B) Indemnity by the Service Provider. THE EACH PARTY IN ITS CAPACITY AS A SERVICE PROVIDER SHALL FULLY INDEMNIFY AND DEFEND THE OTHER PARTY IN ITS CAPACITY AS A SERVICE RECIPIENT RECEIVER AND ITS AFFILIATES (THE “NOBLE INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL DAMAGES DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF THE APPLICABLE SERVICE PROVIDER OR ITS AFFILIATES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT (REGARDLESS OF CAUSE) SHALL THE A SERVICE PROVIDER BE LIABLE TO THE NOBLE INDEMNIFIED PARTIES A SERVICE RECEIVER AND ITS AFFILIATES WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT (A) RELATED TO THE ACTIONS OF ANY SUPERVISORY EMPLOYEE, FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID TO THE APPLICABLE PARTY AS A SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE ONE-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE ACTION OCCURRENCE GIVING RISE TO THE DAMAGES (OR IF OCCURRING IN THE FIRST MONTH FOLLOWING THE EFFECTIVE DATE, SUCH CLAIM OCCURRED (OR, IF SUCH TWELVE MONTH PERIOD HAS NOT FULLY RUN, AMOUNTS SHALL EQUAL THE AMOUNT AMOUNTS EXPECTED TO BE PAID TO THE SERVICE PROVIDER DURING IN SUCH TWELVE MONTH PERIOD BY WAY OF EXTRAPOLATION ON THE AMOUNTS PAID DURING SUCH SHORTER PERIOD) AND (B) RELATED TO THE ACTIONS OF ANY PARAGON PERSON OTHER THAN A SUPERVISORY EMPLOYEE, FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE FIRST FULL MONTH AFTER THE EFFECTIVE DATE).

Liabilities and Indemnities. (A) Indemnity by the Service Recipient. (i) AS USED IN THIS SECTION 10, THE SERVICE RECIPIENT SHALL FULLY INDEMNIFY AND DEFEND THE SERVICE PROVIDER AND ITS AFFILIATES (THE “PARAGON INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITYWORD "CLAIMS" MEANS CLAIMS, DEMANDS, CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSESLIABILITIES, DAMAGES, FINES, PENALTIES, PENALTIES AND JUDGMENTS OF ANY KIND OR CHARACTER AND ALL COSTS AND EXPENSES (EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEESATTORNEY'S FEES AND COURT COSTS INCURRED IN DEFENDING AGAINST SAME OR TO ENFORCE A PARTY'S OBLIGATION TO INDEMNIFY AGAINST SAME, EXPENSES AND BRAZILIAN INDIRECT TAXES, BUT EXCLUDING TAXES, AS DEFINED IN THE TAX SHARING AGREEMENT) (“DAMAGES”) DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVERCONNECTION THEREWITH. (iiA) EXCEPT AS PROVIDED IN SECTION 10(C), FROM AND AFTER THE SERVICE RECIPIENT CLOSING DATE, BUYER SHALL FULLY ASSUME, BE RESPONSIBLE FOR AND COMPLY WITH ALL DUTIES AND OBLIGATIONS OF SELLER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTIES INCLUDING, WITHOUT LIMITATION, THOSE ARISING UNDER OR BY VIRTUE OF ANY LEASE, ASSIGNMENT OF LEASE, CONTRACT, AGREEMENT, DOCUMENT, PERMIT, APPLICABLE STATUTE OR RULE, REGULATION OR ORDER OF ANY GOVERNMENTAL AUTHORITY, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY GOVERNMENTAL REQUEST OR REQUIREMENT TO PLUG, RE-PLUG AND/OR ABANDON ANY WELL OF WHATSOEVER TYPE, STATUS OR CLASSIFICATION, OR TO TAKE ANY CLEAN-UP, POLLUTION, ENVIRONMENTAL, OR OTHER ACTION WITH RESPECT TO THE PROPERTIES, AND SHALL DEFEND, INDEMNIFY AND DEFEND HOLD SELLER AND ITS MEMBERS, MANAGERS, AFFILIATES, SUBSIDIARIES, MANAGERS, OFFICERS, AGENTS, EMPLOYEES AND CONTRACTORS HARMLESS FROM ANY AND ALL CLAIMS IN FAVOR OF ANY PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION EMPLOYEES OF BUYER) IN CONNECTION THEREWITH REGARDLESS OF WHEN THE PARAGON INDEMNIFIED PARTIES FROM AND AGAINST ANY DAMAGES DUTY OR LOSS TO ANY OF THE NOBLE RIGS OR ANY RELATED EQUIPMENT OR PARTSOBLIGATION AROSE, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY AS IS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVERSECTION 10(C). (B) Indemnity by the Service Provider. THE SERVICE PROVIDER EXCEPT AS PROVIDED IN SECTION 10(C), BUYER SHALL FULLY BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND DEFEND THE SERVICE RECIPIENT HOLD SELLER AND ITS AFFILIATES (THE “NOBLE INDEMNIFIED PARTIES”) MEMBERS, AFFILIATES, SUBSIDIARIES, MANAGERS, OFFICERS, AGENTS, EMPLOYEES AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES CLAIMS ARISING, DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT IN FAVOR OF THE SERVICE PROVIDER ANY PERSON OR ITS AFFILIATES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT ENTITY (REGARDLESS INCLUDING WITHOUT LIMITATION EMPLOYEES OF CAUSEBUYER AND GOVERNMENTAL ENTITIES) SHALL THE SERVICE PROVIDER BE LIABLE TO THE NOBLE INDEMNIFIED PARTIES WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE OPERATIONS ON OR PERTAINING TO THE PROPERTIES ON AND AFTER THE CLOSING DATE FOR PERSONAL INJURY OR DEATH OR DAMAGE TO PROPERTY, OR FOR ANY OTHER RELIEF (A) INCLUDING CLAIMS RELATED TO POLLUTION OR ENVIRONMENTAL HAZARDS AND LIABILITIES ARISING PRIOR TO ON, OR AFTER THE ACTIONS CLOSING DATE), ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION, MAINTENANCE OR ABANDONMENT OF ANY SUPERVISORY EMPLOYEEPART OR ALL OF THE PROPERTIES, FOR AMOUNTS IN WHETHER LATENT OR PATENT, AND WHETHER ARISING FROM OR CONTRIBUTED TO BY THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID SOLE OR CONCURRENT NEGLIGENCE, FAULT BY STATUTE, RULE OR REGULATION, STRICT LIABILITY, OR OTHER FAULT OF SELLER OR ITS MEMBERS, AFFILIATES, SUBSIDIARIES, MANAGERS, OFFICERS, AGENTS, EMPLOYEES OR CONTRACTORS AND ASSERTED AGAINST BUYER AND/OR SELLER. (C) SUBJECT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT PROVISIONS OF SECTION 10(D) HEREOF, SELLER SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND HOLD BUYER AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AND CONTRACTORS HARMLESS FROM ANY AND ALL CLAIMS ARISING DIRECTLY OR INDIRECTLY IN FAVOR OF ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, EMPLOYEES OF SELLER AND GOVERNMENTAL ENTITIES) OUT OF OR IN CONNECTION WITH (i) THE TWELVE MONTH PERIOD PRIOR OPERATIONS ON OR PERTAINING TO THE PROPERTIES FOR THE PERIOD FROM THE DATE ON WHICH THE ACTION GIVING RISE TO SUCH CLAIM OCCURRED (OR, IF SUCH TWELVE MONTH PERIOD HAS NOT FULLY RUN, THE AMOUNT EXPECTED TO BE PAID SELLER ACQUIRED TITLE TO THE SERVICE PROVIDER DURING SUCH TWELVE MONTH PERIOD PROPERTIES TO THE CLOSING DATE FOR PERSONAL INJURY OR DEATH OR DAMAGE TO PROPERTY (EXCLUDING CLAIMS RELATED TO PLUGGING OF WELLS, POLLUTION OR ENVIRONMENTAL HAZARDS AND LIABILITIES WHICH XXX COVERED BY WAY THE PROVISIONS OF EXTRAPOLATION ON THE AMOUNTS PAID DURING SUCH SHORTER PERIODSECTIONS 10(A) AND (B) RELATED HEREOF), ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION, MAINTENANCE OR ABANDONMENT OF ANY PART OR ALL OF THE PROPERTIES, WHETHER LATENT OR PATENT, AND WHETHER ARISING FROM OR CONTRIBUTED TO BY THE SOLE OR CONCURRENT NEGLIGENCE, FAULT BY STATUTE, RULE OR REGULATION, STRICT LIABILITY, OR OTHER FAULT OF SELLER OR ITS MEMBERS, AFFILIATES, SUBSIDIARIES, MANAGERS, OFFICERS, AGENTS, EMPLOYEES OR CONTRACTORS AND ASSERTED AGAINST BUYER AND/OR SELLER (OR BUYER'S AFFILIATES, SUBSIDIARIES, PARTNERS, OFFICERS, AGENTS, EMPLOYEES OR CONTRACTORS), AND (ii) THE PRODUCTION OR SALE OF HYDROCARBONS FROM THE PROPERTIES AND INVOLVING THE PROPER ACCOUNTING OR PAYMENT (x) TO PARTIES FOR THEIR INTEREST THEREIN, INCLUDING, WITHOUT LIMITATION, ROYALTY AND OTHER WORKING INTEREST OWNERS, (y) TAXES ATTRIBUTABLE TO THE ACTIONS OF ANY PARAGON PERSON OTHER THAN A SUPERVISORY EMPLOYEEPROPERTIES AND PRODUCTION FROM OR ATTRIBUTABLE THERETO, FOR AMOUNTS AND (z) LEASE OPERATING EXPENSES ATTRIBUTABLE TO SELLER'S INTEREST IN THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID AND TO THE SERVICE PROVIDER PROPERTIES, INSOFAR AS SUCH CLAIMS RELATE TO PERIOD OF TIME FROM THE DATE THAT SELLER ACQUIRED TITLE TO THE PROPERTIES TO THE CLOSING DATE. BUYER SHALL BE RESPONSIBLE FOR ALL OF SAID TYPES OF CLAIMS UNDER THIS AGREEMENT IN CLAUSE (ii) INSOFAR AS THEY RELATE TO PERIODS OF TIME PRIOR TO THE FIRST FULL MONTH DATE THAT SELLER ACQUIRED TITLE TO THE PROPERTIES AND FROM AND AFTER THE EFFECTIVE CLOSING DATE, AND BUYER SHALL DEFEND, INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL OF SUCH CLAIMS. (D) ALL AGREEMENTS AND INDEMNITIES SET FORTH IN THIS SECTION 10 SHALL SURVIVE THE EXECUTION AND DELIVERY OF THE ASSIGNMENTS AND BILLS OF SALE CONTEMPLATED HEREBY AND THE CLOSING AS OTHERWISE SET FORTH IN SECTION 26 HEREOF.

Liabilities and Indemnities. (A) Indemnity by the Service RecipientAS USED IN THIS SECTION 9, THE WORD "CLAIMS" INCLUDES CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, DAMAGES, PENALTIES AND JUDGMENTS OF ANY KIND OR CHARACTER AND ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS INCURRED IN DEFENDING AGAINST SAME OR TO ENFORCE A PARTYS OBLIGATION TO INDEMNIFY AGAINST SAME, IN CONNECTION THEREWITH. (a) EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 9(C), 9(D) AND (E) BELOW, FROM AND AFTER THE CLOSING DATE, BUYER SHALL ASSUME, BE RESPONSIBLE FOR AND COMPLY WITH ALL DUTIES AND OBLIGATIONS OF SELLER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTIES INCLUDING, WITHOUT LIMITATION, THOSE ARISING UNDER OR BY VIRTUE OF ANY LEASE, ASSIGNMENT OF LEASE, CONTRACT, AGREEMENT, DOCUMENT, PERMIT, APPLICABLE STATUTE OR RULE, REGULATION OR ORDER OF ANY GOVERNMENTAL AUTHORITY, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY GOVERNMENTAL REQUEST OR REQUIREMENT TO PLUG, RE-PLUG AND/OR ABANDON ANY WELL OF WHATSOEVER TYPE, STATUS OR CLASSIFICATION, OR TO TAKE ANY CLEAN-UP, POLLUTION, ENVIRONMENTAL, OR OTHER ACTION WITH RESPECT TO THE PROPERTIES, AND SHALL DEFEND, INDEMNIFY AND HOLD SELLER AND ITS PARENT, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND CONTRACTORS HARMLESS FROM ANY AND ALL CLAIMS IN FAVOR OF ANY PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION EMPLOYEES OF BUYER) IN CONNECTION THEREWITH REGARDLESS OF WHEN THE DUTY OR OBLIGATION AROSE. (b) EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 9(C), 9(D) AND 9(E) BELOW, BUYER SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND HOLD SELLER AND ITS PARENT, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND CONTRACTORS HARMLESS FROM ANY AND ALL CLAIMS ARISING, DIRECTLY OR INDIRECTLY IN FAVOR OF ANY PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION EMPLOYEES OF BUYER AND GOVERNMENTAL ENTITIES) OUT OF OR IN CONNECTION WITH THE OPERATIONS ON OR PERTAINING TO THE PROPERTIES AFTER THE CLOSING DATE FOR PERSONAL INJURY OR DEATH OR DAMAGE TO PROPERTY, OR FOR ANY OTHER RELIEF (INCLUDING CLAIMS RELATED TO POLLUTION OR ENVIRONMENTAL HAZARDS AND LIABILITIES ARISING PRIOR TO OR AFTER THE CLOSING DATE), ARISING DIRECTLY OR INDIRECTLY FROM, 0: INCIDENT TO, THE USE, OCCUPATION, OPERATION, MAINTENANCE OR ABANDONMENT OF ANY PART OR ALL OF THE PROPERTIES, WHETHER LATENT OR PATENT, AND WHETHER ARISING FROM OR CONTRIBUTED TO BY THE SOLE OR CONCURRENT NEGLIGENCE, FAULT BY STATUTE, RULE OR REGULATION, STRICT LIABILITY, OR OTHER FAULT OF SELLER OR ITS PARENT, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR CONTRACTORS AND ASSERTED AGAINST BUYER AN:!D/OR SELLER (OR SELLER'S PARENT, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR CONTRACTORS). (c) SELLER SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND HOLDBUYER AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AND CONTRACTORS HARMLESS FROM ANY AND ALL CLAIMS ARISING DIRECTLY OR INDIRECTLY IN FAVOR OF ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, EMPLOYEES OF SELLER AND GOVERNMENTAL ENTITIES) OUT OF OR IN CONNECTION WITH (i) THE SERVICE RECIPIENT SHALL FULLY INDEMNIFY OPERATIONS ON OR PERTAINING TO THE PROPERTIES PRIOR TO THE CLOSING DATE FOR PERSONAL INJURY OR DEATH OR DAMAGE TO PROPERTY (EXCLUDING CLAIMS RELATED TO POLLUTION OR ENVIRONMENTAL HAZARDS AND DEFEND LIABILITIES WHICH ARE COVERED BY THE SERVICE PROVIDER AND ITS AFFILIATES PROVISIONS OF SECTIONS 9(A), (THE “PARAGON INDEMNIFIED PARTIES”B), (D) FROM AND AGAINST ANY AND ALL LIABILITYand (E) HEREOF), DEMANDS, CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, EXPENSES AND BRAZILIAN INDIRECT TAXES, BUT EXCLUDING TAXES, AS DEFINED IN THE TAX SHARING AGREEMENT) (“DAMAGES”) ARISING DIRECTLY OR INDIRECTLY RELATED FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION, MAINTENANCE OR ABANDONMENT OF ANY PART OR ALL OF THE PROPERTIES, WHETHER LATENT OR PATENT, AND WHETHER ARISING FROM OR CONTRIBUTED TO THIS AGREEMENT, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT SOLE OR CONCURRENT NEGLIGENCE, FAULT BY STATUTE, RULE OR REGULATION, STRICT PABILITY, OR OTHER FAULT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCESELLER OR ITS PARENT, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR CONTRACTORS AND CONTINUE IN FULL FORCE ASSERTED AGAINST BUYER AND/OR SELLER (OR BUYER'S PARENT, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR CONTRACTORS), AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER. (ii) THE SERVICE RECIPIENT PRODUCTION OR SALE OF HYDROCARBONS FROM THE PROPERTIES OR INVOLVING THE PROPER ACCOUNTING OR PAYMENT TO PARTIES FOR THEIR INTERESTS THEREIN, INSOFAR AS SUCH CLAIMS RELATE TO PERIODS: OF TIME PRIOR TO THE CLOSING DATE. BUYER SHALL FULLY BE RESPONSIBLE FOR ALL OF SAID TYPES OF CLAIMS UNDER CLAUSE (ii) INSOFAR AS THEY RELATE TO PERIODS OF TIME FROM AND AFTER THE CLOSING DATE, AND BUYER SHALL DEFEND INDEMNIFY AND DEFEND THE PARAGON INDEMNIFIED PARTIES HOLD SELLER HARMLESS FROM ANY AND AGAINST ANY DAMAGES OR LOSS TO ANY ALL OF THE NOBLE RIGS OR ANY RELATED EQUIPMENT OR PARTS, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVERSUCH CLAIMS. (Bd) Indemnity by the Service Provider. THE SERVICE PROVIDER SHALL FULLY INDEMNIFY AND DEFEND THE SERVICE RECIPIENT AND ITS AFFILIATES (THE “NOBLE INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL DAMAGES DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT ONLY NOTWITHSTANDING ANYTHING TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF THE SERVICE PROVIDER OR ITS AFFILIATES. NOTWITHSTANDING ANYTHING CONTRARY SET FORTH IN THIS AGREEMENT SECTION 9, BUYER DOES NOT ASSUME ANY LIABILITY FOR (OR INDEMNIFY SELLER FOR) ANY PERSONAL INJURY, WRONGFUL DEATH OR DAMAGE TO THE CONTRARY, IN NO EVENT (REGARDLESS OF CAUSE) SHALL THE SERVICE PROVIDER BE LIABLE TO THE NOBLE INDEMNIFIED PARTIES WITH RESPECT TO CLAIMS PERSONS ARISING OUT OF THIS AGREEMENT ANY EVENT OR CONDITION (AINCLUDING, WITHOUT LIMITATION, ANY POLLUTION OR ENVIRONMENTAL CONDITION) RELATED EXISTING PRIOR TO CLOSING. (e) NOTWITHSTANDING ANYTHING TO THE ACTIONS CONTRARY SET FORTH IN THIS SECTION 9, SELLER AGREES TO ACCEPT AND BE RESPONSIBLE FOR, FULFILL, PAY AND DISCHARGE, AND DEFEND, INDEMNIFY AND HOLD BUYER HARMLESS FROM, ANY CLAIMS RELATING TO POLLUTION OR ENVIRONMENTAL HAZARDS AND ENVIRONMENTAL LIABILITIES ARISING OUT OF ANY SUPERVISORY EMPLOYEE, FOR AMOUNTS OR IN CONNECTION WITH THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID PROPERTIES WHICH ARE ATTRIBUTABLE TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRIOR TO THE EFFECTIVE DATE ON SO LONG AS BUYER DELIVERS NOTICE TO SELLER OF THE EXISTENCE OR ASSERTION OF SUCH CLAIMS, AND AS EVIDENCED BY A FORMAL CLAIM, COMPLAINT OR ACTION BY A STATE OR FEDERAL ENTITY OR COURT OF JURISDICTION OR ANY CONDITIONS, EVENTS OR CIRCUMSTANCES WHICH THE ACTION GIVING RISE TO SUCH CLAIM OCCURRED (OR, IF SUCH TWELVE MONTH PERIOD HAS NOT FULLY RUN, THE AMOUNT BASED UPON A WRITTEN REPORT FROM A REPUTABLE THIRD PARTY ENVIRONMENTAL CONSULTING FIRM COULD REASONABLY BE EXPECTED TO RESULT IN SUCH A FORMAL CLAIM, COMPLAINT OR ACTION. (f) ALL AGREEMENTS AND INDEMNITIES SET FORTH IN THIS SECTION 9 SHALL SURVIVE THE EXECUTION AND DELIVERY OF THE ASSIGNMENTS AND BILLS OF SALE CONTEMPLATED HEREBY AND THE CLOSING FOR A PERIOD OF SIX (6) MONTHS FROM CLOSING AND SHALL BE PAID LIMITED TO THE SERVICE PROVIDER DURING SUCH TWELVE MONTH PERIOD BY WAY OF EXTRAPOLATION ON THE AMOUNTS PAID DURING SUCH SHORTER PERIOD) AND (B) RELATED TO THE ACTIONS OF ANY PARAGON PERSON OTHER THAN A SUPERVISORY EMPLOYEE, PURCHASE PRICE AS PROVIDED FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE FIRST FULL MONTH AFTER THE EFFECTIVE DATEHEREIN.

Liabilities and Indemnities. 25.1 Each party agrees to indemnify and hold harmless the other party (Aincluding their directors, officers, employees, agents, representatives, affiliates, and subcontractors) Indemnity from and against any direct claims for damages, asserted by any person or entity due to personal injury (including death) or tangible property damage to the extent resulting from any negligent act or omission of such party; provided, however, that such party shall not be liable for that portion of liabilities which are caused by the Service Recipientnegligence of the other party. (i) 25.2 EXCEPT AS PROVIDED HEREIN, SUPPLIER’S MAXIMUM LIABILITY UNDER THIS AGREEMENT ARISING OUT OF THE MANUFACTURE, SALE, SUPPLY, SERVICE RECIPIENT SHALL FULLY INDEMNIFY AND DEFEND THE SERVICE PROVIDER AND ITS AFFILIATES (THE “PARAGON INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITYOR SUPPORT OF PRODUCTS OR THEIR USE, DEMANDSWHETHER BASED ON WARRANTY, CLAIMSCONTRACT, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES TORT (INCLUDING REASONABLE ATTORNEYS’ FEESNEGLIGENCE), EXPENSES PRODUCT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF [*]. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY PUNITIVE DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, LOSS OR DAMAGED DATA OR SOFTWARE, LOSS OF USE OF THE PRODUCTS, DOWNTIME OR COSTS OF SUBSTITUTE PRODUCTS OR EQUIPMENT) ARISING FROM SUPPLIER’S SALE AND BRAZILIAN INDIRECT TAXES, BUT EXCLUDING TAXES, AS DEFINED DELIVERY OF THE PRODUCTS OR ANY OTHER ACT OF SUPPLIER IN THE TAX SHARING AGREEMENT) (“DAMAGES”) DIRECTLY OR INDIRECTLY RELATED TO CONNECTION WITH THIS AGREEMENT, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY EVEN IF SUPPLIER HAS BEEN ADVISED OF THE PARAGON INDEMNIFIED PARTIESPOSSIBILITY OF SUCH DAMAGES. EXCEPT NO LIMITATION AS TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION DAMAGES FOR PERSONAL INJURY IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVERHEREBY INTENDED. (ii) THE SERVICE RECIPIENT SHALL FULLY INDEMNIFY AND DEFEND THE PARAGON INDEMNIFIED PARTIES FROM AND AGAINST ANY DAMAGES OR LOSS TO ANY OF THE NOBLE RIGS OR ANY RELATED EQUIPMENT OR PARTS, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER. (B) Indemnity by the Service Provider. THE SERVICE PROVIDER SHALL FULLY INDEMNIFY AND DEFEND THE SERVICE RECIPIENT AND ITS AFFILIATES (THE “NOBLE INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL DAMAGES DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF THE SERVICE PROVIDER OR ITS AFFILIATES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT (REGARDLESS OF CAUSE) SHALL THE SERVICE PROVIDER BE LIABLE TO THE NOBLE INDEMNIFIED PARTIES WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT (A) RELATED TO THE ACTIONS OF ANY SUPERVISORY EMPLOYEE, FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRIOR TO THE DATE ON WHICH THE ACTION GIVING RISE TO SUCH CLAIM OCCURRED (OR, IF SUCH TWELVE MONTH PERIOD HAS NOT FULLY RUN, THE AMOUNT EXPECTED TO BE PAID TO THE SERVICE PROVIDER DURING SUCH TWELVE MONTH PERIOD BY WAY OF EXTRAPOLATION ON THE AMOUNTS PAID DURING SUCH SHORTER PERIOD) AND (B) RELATED TO THE ACTIONS OF ANY PARAGON PERSON OTHER THAN A SUPERVISORY EMPLOYEE, FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE FIRST FULL MONTH AFTER THE EFFECTIVE DATE.