Common use of Liability Limitations Clause in Contracts

Liability Limitations. 13.5.1. After the Closing, any assertion by any Buyer Indemnified Party that Seller is liable (a) for the inaccuracy of any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement or (d) otherwise in connection with the transactions contemplated in this Agreement, must be made by Buyer in writing and must be given to Seller on or prior to the first anniversary of the Closing Date. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. 13.5.2. None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer exceeds five percent of the Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized under the relevant insurance arrangements. 13.5.4. Seller shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price. 13.5.5. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties waives any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party. 13.5.6. If the Closing occurs, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 13. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 13. Except for claims made pursuant to the express indemnification provisions of this Section 13, Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby. 13.5.9. Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith. 13.5.10. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by Buyer, (b) if Buyer had knowledge of the relevant facts at or before Closing or (c) if Buyer should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.1. After the Closing, any assertion by any Buyer Indemnified Party that 14.5.1 The liability of Seller is liable (ai) for the inaccuracy of any representation or warranty, (bii) for the breach of any covenant, (ciii) for indemnity under the terms of this Agreement or (div) otherwise in connection with the transactions contemplated in this Agreement, must shall be made by limited to claims for indemnification pursuant to Section 14.3 for which a Buyer in writing and must be given Indemnified Party delivers written notice to Seller on or before the date that ends 6 months following the Closing Date (the “Claim Period”); provided, however, that a Buyer Indemnified Party may deliver notice to Seller (x) at any time after Closing with respect to a breach of Seller’s representations and warranties in Sections 3.1 through 3.3; and (y) at any time during the applicable statute of limitations period with respect to a breach of Seller’s representations and warranties in Section 3.9(b), in which case any liability of Seller for any of the foregoing shall only survive beyond the Claim Period to the extent asserted in a notice delivered during the Claim Period. Furthermore, and notwithstanding anything contained herein to the contrary, any claims for a breach of any of Seller’s representations and warranties in Sections 3.11 through 3.14 must be asserted by Buyer prior to the first anniversary Closing and Buyer’s sole recourse with regard thereto shall be to terminate this Agreement pursuant to Section 11.1(c). In no event shall any claims for a breach of the Closing Dateany of Seller’s representations and warranties in Sections 3.11 through 3.14 survive Closing. The Any notice under this Section 14.5.1 shall state the facts known to the Buyer Indemnified Party that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. 13.5.2. (a) None of the Buyer Indemnified Parties shall be entitled to assert any right to claim for indemnification hereunder hereunder, or to otherwise seek any damages or other remedies for or in connection with therewith, unless the Liability attributable to the claim is in excess of $50,000 (a) “Claim Threshold”). The limitations in this Section shall not apply, however, to the inaccuracy of any representations obligations of Seller contained in this Agreement under Sections 12.1, 13.1, 13.2, 13.4 and 19 or in any other agreement, instrument, document or certificate executed or delivered in connection to claims for indemnification with this Agreement; respect to a breach of Seller’s representations and warranties under Section 3.9(b). (b) Additionally, none of the breach ofBuyer Indemnified Parties shall be entitled to assert any claim for indemnification hereunder, or failure to perform otherwise seek any damages or satisfy any of the covenants of Seller set forth in this Agreement other remedies for or in any other agreementconnection therewith, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of all Liabilities in excess of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer Claim Threshold exceeds five one and one-half percent (1.5%) of the Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.213.1, 12.3 13.2, 13.4 and 2019 or to claims for indemnification with respect to a breach of Seller’s representations and warranties under Section 3.9(b). 13.5.3. (c) Seller shall not be liable for any claims for indemnification hereunder in any amount exceeding in the aggregate twenty percent (20%) of the Purchase Price; provided, however, that as to claims for indemnification with respect to breaches of Seller’s representations and warranties in Sections 3.1 through 3.3 and Section 3.9(b), Seller shall not be liable for any amount exceeding the Purchase Price and for claims for breach of Seller’s special warranty of title in the Assignment Seller shall not be liable for any amount exceeding the Allocated Value of the Wellbore affected by such breach. 14.5.3 The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (ai) tax benefit created or generated or (bii) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements. 13.5.4. Seller shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price. 13.5.5. 14.5.4 None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement Agreement, any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties waives any right to recover punitiveconsequential, incidental, special, treble, exemplary and consequential or punitive damages or Liabilities arising in connection with or with respect to the transactions contemplated in this Agreement. For the avoidance of doubt, except this Section 14.5.4 does not diminish or otherwise affect the parties’ rights and obligations to the extent recoverable from a be indemnified against, and provide indemnity for, indirect, consequential, punitive or exemplary damages awarded to any third partyparty for which indemnification is provided in this Agreement. 13.5.6. 14.5.5 If the Closing occurs, except as provided in Sections 12.1, 13.1, 13.2, 13.4 and 19, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 1314. Any and all (ai) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (bii) other claims pursuant to or in connection with this Agreement or (ciii) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 1314, except for claims in connection with Sections 12.1, 13.1, 13.2, 13.4 and 19. Except for claims made pursuant to the express indemnification provisions of this Section 1314, Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. 14.5.6 No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. 14.5.7 Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this AgreementAgreement which is not asserted by Buyer prior to the Closing. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby. 13.5.9. 14.5.8 Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith. 13.5.10. 14.5.9 THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. 14.5.10 Seller shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, indemnity or obligation or (ii) any indemnity (ai) if such breach, misrepresentation, misrepresentation or noncompliance or indemnity rights shall have been waived in writing by Buyer, Buyer or (bii) if Buyer had actual knowledge of the relevant facts at or before Closing or (c) if Buyer should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.1. After the Closing, any assertion by any Buyer Indemnified Party that Seller is liable (a) Broker’s arranged motor carrier shall have the sole and exclusive care, custody and control of the Shipment tendered hereunder from the time it is received by such carrier for transportation until delivery to the inaccuracy of consignee accompanied by the appropriate receipts. Broker shall notify Customer promptly upon Broker becoming aware that any representation such Shipment is lost (including stolen), damaged or warrantydestroyed, or in the event Broker becomes aware that applicable delivery schedules will not be met. (b) for Subject to the breach limitations set forth herein, Broker assumes the liability of a carrier (as set forth in 49 U. S. C. 14706, commonly referred to as “the Xxxxxxx Amendment,” with respect to shipments moving in interstate commerce), and any loss, delay, damage to or destruction of any covenantand all Shipments tendered to Broker pursuant to this Agreement while under Broker’s arranged carrier’s care, custody or control shall be governed by 49 U. S. C. 14706 or any successor statute. (c) To the extent permitted by law, Broker’s total liability for indemnity under the terms any and all Claims arising out of or related to this Agreement from any cause or causes and regardless of legal theory asserted including, without limitation, tort, breach of contract, warranty, negligence, strict liability or statutory liability (d) otherwise in connection with the transactions contemplated in this Agreement, must be made by Buyer in writing and must be given to Seller on or prior to the first anniversary of the Closing Date. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. 13.5.2. None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or including with respect to the transactions contemplated Xxxxxxx Amendment, if applicable), shall not, in this Agreement until the aggregate amount of the Liabilities for such misrepresentationsaggregate, breaches or liability actually suffered by Buyer exceeds five percent of the Purchase Price, (i) exceed $1,000,000 and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or (ii) with respect to lost, damaged, delayed, or destroyed cargo, exceed the transactions contemplated in this Agreement lesser per Shipment of (A) $100,000, or (B) Customer’s liability to its customer or client with respect to such Shipment. The measure of loss or damage for cargo shall be reduced the invoice value less a credit for reasonable salvage value, if any. No other limitation of liability shall apply unless specifically agreed to in a signed writing by Customer prior to Broker’s receipt of the specific Shipments to which such limitation applies, and Customer’s agreement to any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized under the relevant insurance arrangements. 13.5.4. Seller additional limitation shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price. 13.5.5. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties waives any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from construed as a third party. 13.5.6. If the Closing occurs, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 13. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 13. Except for claims made pursuant to the express indemnification provisions of this Section 13, Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action waiver with respect to any other Shipment tendered to Broker. In no event shall any xxxx of lading, receipt or similar documentation serve to evidence Customer’s signed written agreement to a limitation of Broker’s liability. IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ANY OF ITS CUSTOMERS, END USERS OR ANY OTHER PERSONS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR DATA OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EXCEPT AS PROVIDED HEREIN, THERE ARE NO, AND BROKER EXPRESSLY DISCLAIMS ANY, WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF NON-INFRINGEMENT, TITLE, ACCURACY OF DATA, SYSTEM INTEGRATION OR SUITABILITY, OF ANY SERVICES OR SOFTWARE OR THE SYSTEM, AND LIABILITY WITH RESPECT TO A DEFECTIVE OR INFRINGING PRODUCT, SERVICES OR SOFTWARE SHALL BE LIMITED EXCLUSIVELY TO REPLACEMENT OR MODIFICATION THEREOF IN BROKER’S SOLE DETERMINATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT THE SERVICES, SYSTEM AND SOFTWARE ARE MADE AVAILABLE ON AN “AS IS” BASIS AND THAT BROKER DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE MADE AVAILABLE BY IT WILL BE UNINTERRUPTED OR ERROR-FREE. BROKER SHALL HAVE NO LIABILITY FOR ANY LOSS OF INFORMATION ENTERED BY CUSTOMER INTO THE SYSTEM. Customer hereby represents and warrants that its agreements with its customers shall expressly provide that there shall be no liability for any special, incidental, punitive or consequential damages, whether directly or indirectly, for Customer or its assignees, in connection with any shipment tendered to Customer by its customers. (d) Broker, on its own behalf and on behalf of its arranged motor carriers, waives any applicable law regarding processing of claims and handling of salvage, including, but not limited to, the provisions of 49 C.F.R. Part 370. In the event that Broker is legally liable to Customer, Customer shall not deduct any amount from the amount Customer owes Broker without Broker’s prior written consent. In the event of a disputed claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability Broker shall give its response within 180 days following receipt of the person providing such indemnification claim and all supporting documentation. The parties shall fully assist each other in investigating any claim for cargo loss, damage, delay, or potentially liable for such damages to defend destruction or otherwise settle or compromise any salvage value with respect to such claim, demand, assertion of liability or legal proceedingcargo. 13.5.8. Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby. 13.5.9. Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith. 13.5.10. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by Buyer, (b) if Buyer had knowledge of the relevant facts at or before Closing or (c) if Buyer should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.114.4.1. After the Closing, any assertion by any Buyer Indemnified Party that Seller is liable (a) for the inaccuracy of any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement or (d) otherwise in connection with the transactions contemplated in this Agreement, must be made by Buyer in writing and must be given to Seller on or prior to the last preceding Business Day before the first anniversary of the Closing Date. Nothing in this Section 14.4 shall restrict or limit the right of any Buyer Indemnified Party to make a claim pursuant to any express warranty made by Seller in the Assignment and Xxxx of Sale dated of even date herewith between Buyer and Seller. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. 13.5.2. None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer exceeds five percent of the Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.314.4.2. The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements. 13.5.4. Seller shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price. 13.5.514.4.3. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties waives any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party. 13.5.614.4.4. If the Closing occurs, the The sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 13Agreement. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 1314. Except for claims made pursuant to the express indemnification provisions of this Section 13, Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties shall be is hereby deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates or Buyer or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.714.4.5. No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.814.4.6. Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby. 13.5.914.4.7. Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith. 13.5.1014.4.8. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.1114.4.9. Neither Seller nor Buyer shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for (a) any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, covenant or obligation or (ii) any indemnity (a) if such breach, misrepresentation, misrepresentation or noncompliance or indemnity rights shall have been waived by Buyerthe other party, or (b) any misrepresentation or breach of warranty if Buyer such other party had knowledge of the relevant facts at misrepresentation or before Closing or (c) if Buyer should have known, in the exercise breach of reasonable diligence, of the relevant facts warranty at or before Closing. 14.4.10. The exclusive remedy of Buyer for Environmental Defects and Environmental Conditions shall be pursuant to Section 11.1.

Liability Limitations. 13.5.1. After the Closing, any 12.5.1 Any assertion by any Buyer Indemnified Party Parties that any Seller is liable (a) for the material inaccuracy of any representation or warranty, ; (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement Agreement; or (dc) otherwise in connection with the transactions contemplated in this Agreement, must be made provided by Buyer in writing written notice and must be given to Seller the other Party or Parties on or prior to the first second anniversary of the Closing Date. Any assertion by any Seller Indemnified Parties that any Buyer is liable (a) for the material inaccuracy of any representation or warranty; (b) indemnity under the terms of the Agreement; or (c) otherwise in connection with the transactions contemplated in the Agreement, must be provided by written notice. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller the other Party or Parties to evaluate the assertion. 13.5.2. 12.5.2 None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer exceeds five percent (5%) of the Base Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. 12.5.3 The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements. 13.5.4. Seller 12.5.4 Absent fraud or intentional misconduct, Sellers shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with this Agreement or with respect to the transactions contemplated in this Agreement in any amount amounts exceeding in the aggregate fifty percent (50%) of the Adjusted Base Purchase Price. 13.5.5. 12.5.5 None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, any amount for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer Buyers on behalf of each of the Buyer Indemnified Parties and Seller Sellers on behalf of each of the Seller Indemnified Parties waives waive any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party. 13.5.6. If the Closing occurs, the 12.5.6 The sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to this Agreement and the purchase and sale of the Properties Transactions contemplated hereby shall be pursuant to the express indemnification provisions of this Section 1312. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 1312. Except for claims made pursuant to the express indemnification provisions of this Section 1312, Buyer Buyers on behalf of each of the Buyer Indemnified Parties and Seller Sellers on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller the other Party or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer the other Party or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. 12.5.7 No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. Seller 12.5.8 Sellers and Buyer Buyers acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated herebyherein. 13.5.9. 12.5.9 Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith. 13.5.1012.5.10 At the option of any Seller, any amounts due and payable by such Seller to any Buyer under this Article 12 may be paid by such Seller (1) in cash; (2) by setting off an equal amount payable by Buyers pursuant to the Promissory Notes; (3) by delivering to Buyers a number of shares of Gastar common stock with a value equal to the amount payable by Seller, which with the number of shares determined by dividing the amount due by the volume weighted five (5) day average trading price of Gastar stock on the Toronto Stock Exchange (“TSE”) for the period of the last five (5) trading days on the TSE prior to the date the amount due is finally determined. For example, if the amount due is Six Million Dollars ($6,000,000) (USD), and the volume weighted five (5) day average trading price of Gastar stock on the TSE is Three Dollars ($3.00) per share (USD), the number of shares of Gastar stock due would be Two Million (2,000,000); ($6,000,000/$3.00 = 2,000,000); or (4) by any combination of the foregoing. 12.5.11 THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED INDEMNIFYING PARTY. BUYER BUYERS AND SELLER SELLERS ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller 12.5.12 Sellers shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by BuyerBuyers, (b) if Buyer Buyers had knowledge of the relevant facts at or before Closing or (c) if Buyer Buyers should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.1. After Notwithstanding anything set forth in Section 7.1 or Section 7.2 to the Closing, any assertion by any Buyer Indemnified Party that Seller is liable contrary: (a) No party hereto will have liability under Section 7.1(a) or Section 7.2(a), as applicable, until the aggregate amount of Damages under such subsection exceeds $500,000, at which point the Indemnifying Party will be obligated to indemnify for the full amount of Damages in excess of $250,000; provided, that the foregoing limitation shall not apply to claims based on fraud or intentional misrepresentation, or breach of the Seller Fundamental Representations or the Buyer Fundamental Representations, for which, in each case, the Indemnifying Party shall be obligated to indemnify for the full amount of Damages. (b) No party hereto will have liability under Section 7.1(a) or Section 7.2(a), as applicable, to the extent the total Damages exceeds $30,000,000; provided, however, that the foregoing limitation shall not apply to claims based on fraud or intentional misrepresentation or breach of the Seller Fundamental Representations or the Buyer Fundamental Representations; and the amount of Damages for which the Seller Parties and Xxxxxx shall be collectively liable based on breaches or inaccuracies of the representations or warranties of the Seller Parties related to the Seller Foreign JVs, to the extent that such representations or warranties are qualified by “Sellers’ Knowledge”, shall not exceed an aggregate of $500,000. (c) No indemnification will be required by any party hereto under Section 7.1(a) or Section 7.2(a), as applicable, unless the Sellers’ Representative or the Buyer (as applicable) has received notice of a claim on or before the date that is eighteen (18) months after the Closing Date; provided that such limitation will not apply to (i) any breach or inaccuracy of any representation or warrantywarranty contained in Section 2.8 (Taxes and Tax Returns), for which indemnity will be required as long as the Sellers’ Representative receives notice of a claim with respect thereto on or before the expiration of the applicable statute of limitations for such claim (it being understood and agreed that with respect to Taxes of a German Governmental Authority, the expiration of the applicable statute of limitations for such claims shall be the date six months after the respective Tax became un-appealable and final (formell and materiell bestandskraftig), (bii) for the any breach or inaccuracy of any covenantrepresentation or warranty contained in Section 2.23(d), (c) for which indemnity under will be required as long as the terms Sellers’ Representative receives notice of this Agreement or (d) otherwise in connection a claim with the transactions contemplated in this Agreement, must be made by Buyer in writing and must be given to Seller respect thereto on or prior to before the first seventh anniversary of the Closing Date. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. 13.5.2. None , and (iii) claims for fraud or intentional misrepresentation or for breach or inaccuracy of the other Seller Fundamental Representations or Buyer Indemnified Parties Fundamental Representations, for which indemnification shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer exceeds five percent of the Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20required without limitation. 13.5.3. The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized under the relevant insurance arrangements. 13.5.4. Seller shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price. 13.5.5. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties waives any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party. 13.5.6. If the Closing occurs, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 13. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 13. Except for claims made pursuant to the express indemnification provisions of this Section 13, Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby. 13.5.9. Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith. 13.5.10. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by Buyer, (b) if Buyer had knowledge of the relevant facts at or before Closing or (c) if Buyer should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.1. (A) After the Closing, any assertion by Purchaser that any Buyer Indemnified Party that Seller is liable (a) for the inaccuracy of any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement or (dthe indemnities provided by Section 12.3(b) otherwise in connection with the transactions contemplated in this Agreement, must be made by Buyer Purchaser in writing and must be given to such Seller on or prior to the first anniversary of 90th day after the Closing DateDate (except as set forth in paragraph (B) below). The Any notice to such Seller shall state the facts known to Buyer Purchaser that give rise to such notice in sufficient detail to allow such Seller to evaluate the assertion. 13.5.2(B) The representations and warranties of the Parties in Article IV and the covenants and agreements of the Parties in Article VII and Article VIII, and the corresponding representations and warranties given in any certificates delivered at the Closing, as applicable, shall survive the Closing for a period of ninety (90) days, provided, however, that the representations and warranties set forth in Section 4.1(H), (I) and (N) shall terminate at and shall not survive the Closing. The remainder of this Agreement shall survive the Closing without time limit except as may otherwise be expressly provided herein but subject to the applicable statutes of limitations and similar Laws. Subject to Section 12.5 (C), representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration. (C) The indemnities in Sections 12.3(b) and 12.4(b) shall terminate as of the termination date, if any, of each respective representation, warranty, covenant, or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Party on or before such termination date. The indemnities in Sections 7.2, 12.3(a) and (c), 12.4 (a) and (c), and 16.4 shall continue without time limit, but subject to the applicable statutes of limitations and similar Laws. (D) None of the Buyer Purchaser Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations representation or warranty of any Seller contained in or related to this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this AgreementAgreement (other than the special warranty of title set forth in the Conveyance); (b) the breach of, or failure to perform or satisfy any of the covenants of any Seller set forth in or related to this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this AgreementAgreement (other than those set forth in Article XVI hereof); or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement Agreement, except as set forth in Section 14.2; until the aggregate amount of the Liabilities for such misrepresentations, misrepresentations and breaches or liability actually suffered by Buyer Purchaser exceeds five percent Five Million Dollars ($5,000,000) (the "Threshold Amount"); provided however, once such amount exceeds the Threshold Amount, the Purchaser Indemnified Parties will be entitled to recover all amounts to which they are entitled in excess of the Purchase Price, and then only to the extent of such excessThreshold Amount. The limitations in this Section Base Purchase Price shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. The amount of any Liabilities be adjusted for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation a particular claim for indemnity under this Agreement or unless the value of such claim exceeds $30,000. (E) Notwithstanding anything contained in connection with or with respect this Article XII to the transactions contemplated in contrary, Sellers' maximum liability for any claims for indemnity under this Agreement shall be reduced by limited to Five Million Dollars ($5,000,000). Sellers shall have no liability hereunder for breach of any corresponding (a) tax benefit created representation or generated warranty of any Seller to the extent Purchaser discovers prior to the Closing Date that such representation or (b) insurance proceeds realized under the relevant insurance arrangementswarranty is untrue. 13.5.4(F) NONE OF THE PURCHASER INDEMNIFIED PARTIES NOR THE SELLERS INDEMNIFIED PARTIES SHALL BE ENTITLED TO RECOVER FROM SELLERS OR PURCHASER, RESPECTIVELY, FOR ANY LOSSES, COSTS, EXPENSES, LIABILITIES OR DAMAGES ARISING UNDER THIS AGREEMENT, OR IN CONNECTION WITH OR RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DAMAGES, COURT COSTS AND REASONABLE ATTORNEY FEES, SUFFERED BY SUCH PARTY. Seller PURCHASER ON BEHALF OF EACH OF THE PURCHASER INDEMNIFIED PARTIES AND SELLER ON BEHALF OF EACH OF THE SELLERS INDEMNIFIED PARTIES WAIVES ANY RIGHT TO RECOVER PUNITIVE, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT. This Section 12.5(F) shall not be required to indemnify any Buyer limit the right of either the Purchaser Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price. 13.5.5. None of the Buyer Sellers Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties waives any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect paid to the transactions contemplated in a third party pursuant to a claim that is otherwise indemnifiable under this Agreement, except to the extent recoverable from a third party. 13.5.6. If the Closing occurs, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 13. Any and all (aG) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 13. Except for claims made pursuant to the express indemnification provisions of this Section 13, Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby. 13.5.9. Each person Person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith. 13.5.10. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller shall not have (H) The amount of any obligation Liabilities for which any of the Purchaser Indemnified Parties or liability Sellers Indemnified Parties is entitled to indemnification or other compensation under this Agreement agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit recognized or (b) insurance proceeds realized by such party under any relevant insurance arrangements. (I) Except for any liabilities based on actual fraud and other remedies that, in each case, may not be waived by the operation of law to the extent that such may not be waived or limited (i) breach"Non-Waivable Claims"), misrepresentation or noncompliance if the Closing occurs, the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to the purchase and sale of the Assets, including without limitations, the breaches of representations, warranties, covenants and agreements, and the affirmations of such representations, warranties, covenants and agreements contained in the certificate delivered pursuant to Section 10.4, shall be pursuant to the express indemnification provisions of this Article XII. If the Closing occurs, Purchaser on behalf of each of the Purchaser Indemnified Parties shall be deemed to have waived or limited to the fullest extent permitted under applicable Law, any representationand all rights, warrantyclaims and causes of action (other than those relating to Non-Waivable Claims) it may have against any Seller or any of its Affiliates arising under or based on any federal, covenantstate or local statute, law, ordinance, rule or regulation or common law (this sentence does not limit claims under the express indemnification provisions of this Agreement). Except for the remedies contained in Section 12.4 and any other remedies available to Purchaser at law or in equity that has not been waived herein, Purchaser releases, remises and forever discharges Sellers Indemnified Parties from any and all suits, legal or administrative proceedings actions, damages, losses, costs, liabilities, interest, or obligation or (ii) any indemnity (a) if such breachcauses of action, misrepresentation, noncompliance or indemnity rights shall have been waived by Buyer, (b) if Buyer had knowledge of the relevant facts at or before Closing or (c) if Buyer should have knownwhatsoever, in law or equity, know or unknown, which Purchaser might now or subsequently may have, based on, relating to or arising out of this Agreement, even if caused in whole or in part by the exercise negligence (whether sole, joint or concurrent), strict liability, or other legal fault of reasonable diligenceany released person or entity. For the avoidance of doubt, the foregoing includes, without limitation, any rights under agreements between any Seller and any Affiliate of any Seller to the relevant facts at or before Closingextent such Seller/Affiliate agreements are disclosed on any Schedule hereto.

Liability Limitations. 13.5.1. After the Closing, any 12.5.1 Any assertion by any Buyer Indemnified Party Parties that any Seller is liable (a) for the material inaccuracy of any representation or warranty, ; (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement Agreement; or (dc) otherwise in connection with the transactions contemplated in this Agreement, must be made provided by Buyer in writing written notice and must be given to Seller the other Party or Parties on or prior to the first second anniversary of the Closing Date. Any assertion by any Seller Indemnified Parties that any Buyer is liable (a) for the material inaccuracy of any representation or warranty; (b) indemnity under the terms of the Agreement; or (c) otherwise in connection with the transactions contemplated in the Agreement, must be provided by written notice. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller the other Party or Parties to evaluate the assertion. 13.5.2. 12.5.2 None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentationsactually suffered, breaches or liability actually suffered by Buyer exceeds five percent (5%) of the Base Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. 12.5.3 The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements. 13.5.4. Seller 12.5.4 Absent fraud or intentional misconduct, Sellers shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with this Agreement or with respect to the transactions contemplated in this Agreement in any amount amounts exceeding in the aggregate fifty percent (50%) of the Adjusted Base Purchase Price. 13.5.5. 12.5.5 None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, any amount for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer Buyers on behalf of each of the Buyer Indemnified Parties and Seller Sellers on behalf of each of the Seller Indemnified Parties waives waive any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party. 13.5.6. If the Closing occurs, the 12.5.6 The sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to this Agreement and the purchase and sale of the Properties Transactions contemplated hereby shall be pursuant to the express indemnification provisions of this Section 1312. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 1312. Except for claims made pursuant to the express indemnification provisions of this Section 1312, Buyer Buyers on behalf of each of the Buyer Indemnified Parties and Seller Sellers on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller the other Party or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer the other Party or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. 12.5.7 No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. Seller 12.5.8 Sellers and Buyer Buyers acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated herebyherein. 13.5.9. 12.5.9 Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable indemnifable or recoverable hereunder or in connection herewith. 13.5.1012.5.10 At the option of any Seller, any amounts due and payable by such Seller to any Buyer under this Article 12 may be paid by such Seller (1) in cash; (2) by setting off an equal amount payable by Buyers pursuant to the Promissory Notes; (3) by delivering to Buyers a number of shares of Gastar common stock with a value equal to the amount payable by Seller, with the number of shares determined by dividing the amount due by the volume weighted five (5) day average trading price of Gastar stock on the Toronto Stock Exchange (“TSE”) for the period of the last five (5) trading days on the TSE prior to the date the amount due is finally determined. For example, if the amount due is Six Million Dollars ($6,000,000) (USD), and the volume weighted five (5) day average trading price of Gastar stock on the TSE is Three Dollars ($3.00) per share (USD), the number of shares of Gastar stock due would be Two Million (2,000,000); ($6,000,000/$3.00 = 2,000,000); or (4) by any combination of the foregoing. 12.5.11 THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED INDEMNIFYING PARTY. BUYER BUYERS AND SELLER SELLERS ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller 12.5.12 Sellers shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by BuyerBuyers, (b) if Buyer Buyers had knowledge of the relevant facts at or before Closing or (c) if Buyer Buyers should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.1. After the Closing, any 12.5.1 Any assertion by any Buyer Indemnified Party Parties that any Seller is liable (a) for the material inaccuracy of any representation or warranty, ; (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement Agreement; or (dc) otherwise in connection with the transactions contemplated in this Agreement, must be made provided by Buyer in writing written notice and must be given to Seller the other Party or Parties on or prior to the first second anniversary of the Closing Date. Any assertion by any Seller Indemnified Parties that any Buyer is liable (a) for the material inaccuracy of any representation or warranty; (b) indemnity under the terms of the Agreement; or (c) otherwise in connection with the transactions contemplated in the Agreement, must be provided by written notice. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller the other Party or Parties to evaluate the assertion. 13.5.2. 12.5.2 None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer exceeds five percent (5%) of the Base Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. 12.5.3 The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements. 13.5.4. Seller 12.5.4 Absent fraud or intentional misconduct, Sellers shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with this Agreement or with respect to the transactions contemplated in this Agreement in any amount amounts exceeding in the aggregate fifty percent (50%) of the Adjusted Base Purchase Price. 13.5.5. 12.5.5 None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, any amount for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer Buyers on behalf of each of the Buyer Indemnified Parties and Seller Sellers on behalf of each of the Seller Indemnified Parties waives waive any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party. 13.5.6. If the Closing occurs, the 12.5.6 The sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to this Agreement and the purchase and sale of the Properties Transactions contemplated hereby shall be pursuant to the express indemnification provisions of this Section 1312. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 1312. Except for claims made pursuant to the express indemnification provisions of this Section 1312, Buyer Buyers on behalf of each of the Buyer Indemnified Parties and Seller Sellers on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller the other Party or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer the other Party or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. 12.5.7 No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. Seller 12.5.8 Sellers and Buyer Buyers acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated herebyherein. 13.5.9. 12.5.9 Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable indemnifable or recoverable hereunder or in connection herewith. 13.5.1012.5.10 At the option of any Seller, any amounts due and payable by such Seller to any Buyer under this Article 12 may be paid by such Seller (1) in cash; (2) by setting off an equal amount payable by Buyers pursuant to the Promissory Notes; (3) by delivering to Buyers a number of shares of Gastar common stock with a value equal to the amount payable by Seller, with the number of shares determined by dividing the amount due by the volume weighted five (5) day average trading price of Gastar stock on the Toronto Stock Exchange (“TSE”) for the period of the last five (5) trading days on the TSE prior to the date the amount due is finally determined. For example, if the amount due is Six Million Dollars ($6,000,000) (USD), and the volume weighted five (5) day average trading price of Gastar stock on the TSE is Three Dollars ($3.00) per share (USD), the number of shares of Gastar stock due would be Two Million (2,000,000); ($6,000,000/$3.00 = 2,000,000); or (4) by any combination of the foregoing. 12.5.11 THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED INDEMNIFYING PARTY. BUYER BUYERS AND SELLER SELLERS ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller 12.5.12 Sellers shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by BuyerBuyers, (b) if Buyer Buyers had knowledge of the relevant facts at or before Closing or (c) if Buyer Buyers should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.1. After Notwithstanding any other provision of this Agreement to the Closing, any assertion by any Buyer Indemnified Party that Seller is liable contrary: (a) for the inaccuracy of Neither Buyer nor any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement or (d) otherwise in connection with the transactions contemplated in this Agreement, must be made by Buyer in writing and must be given to Seller on or prior to the first anniversary of the Closing Date. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. 13.5.2. None member of the Buyer Indemnified Parties Group shall be entitled to assert any right to indemnification hereunder indemnification, or to otherwise seek any damages or other remedies remedies, under Article 18.4(a), 18.4(b) or 18.4(c) (i) for any individual claim (or in connection with (agroup of related claims) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect that causes Losses to the transactions contemplated in this Agreement Buyer Group of less than $100,000 (a “Minimal Loss”) and (ii) until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability Losses actually suffered by Buyer (excluding Minimal Losses) for claims under Articles 18.4(a), 18.4(b) and 18.4(c) exceeds five percent of the Purchase Price, $1,000,000 and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. (b) The amount of any Liabilities Losses for which Seller or Buyer (or any other member of the Seller Group or Buyer Indemnified Parties or Seller Indemnified Parties Group) is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (ai) tax benefit created or generated or (bii) insurance proceeds realized by such party if a claim were properly pursued under the relevant insurance arrangementsarrangement. 13.5.4. (c) Seller shall not be required to indemnify Buyer or any member of Buyer Indemnified Parties Group or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty one hundred percent (100%) of the Adjusted Purchase PricePrice (as adjusted pursuant to this Agreement) paid to Seller. 13.5.5. None (d) Neither Buyer nor Seller (nor any other member of the Buyer Indemnified Parties nor the Group or Seller Indemnified Parties Group) shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages Losses arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement Agreement, any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, fees suffered by such party. Buyer on behalf of each of the Buyer Indemnified Parties Group and Seller on behalf of each of the Seller Indemnified Parties waives Group waive any right to recover punitive, special, exemplary and or consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except . This Article 18.12(d) shall not limit or otherwise restrict Seller’s right to receive the extent recoverable from a third party. 13.5.6. If the Closing occurs, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect Performance Deposit as liquidated damages or Buyer’s right to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 13. Any and all specific performance (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions as such rights are set forth in this Section 13. Except for claims made pursuant to the express indemnification provisions of this Section 13, Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwiseAgreement). 13.5.7. No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. (e) Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of the money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby. Provided, however, that nothing contained in this Article 18.12(e) shall limit Buyer’s right to seek specific performance pursuant to Article 17.2. 13.5.9. (f) Each person party entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages Losses after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable identifiable or recoverable hereunder under or in connection herewithwith this Agreement. 13.5.10. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. (g) Seller shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) any breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, covenant or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by Buyer, Buyer or (b) if Buyer had knowledge of the relevant facts at or before Closing or (c) if Buyer should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.1. After the Closing, any 12.5.1 Any assertion by any Buyer Indemnified Party Parties that any Seller is liable (a) for the material inaccuracy of any representation or warranty, ; (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement Agreement; or (dc) otherwise in connection with the transactions contemplated in this Agreement, must be made provided by Buyer in writing written notice and must be given to Seller the other Party or Parties on or prior to the first second anniversary of the Closing Date. Any assertion by any Seller Indemnified Parties that any Buyer is liable (a) for the material inaccuracy of any representation or warranty; (b) indemnity under the terms of the Agreement; or (c) otherwise in connection with the transactions contemplated in the Agreement, must be provided by written notice. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller the other Party or Parties to evaluate the assertion. 13.5.2. 12.5.2 None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer exceeds five percent (5%) of the Base Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. 12.5.3 The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements. 13.5.4. Seller 12.5.4 Absent fraud or intentional misconduct, Sellers shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with this Agreement or with respect to the transactions contemplated in this Agreement in any amount amounts exceeding in the aggregate fifty percent (50%) of the Adjusted Base Purchase Price. 13.5.5. 12.5.5 None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, any amount for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer Buyers on behalf of each of the Buyer Indemnified Parties and Seller Sellers on behalf of each of the Seller Indemnified Parties waives waive any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party. 13.5.6. If the Closing occurs, the 12.5.6 The sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to this Agreement and the purchase and sale of the Properties Transactions contemplated hereby shall be pursuant to the express indemnification provisions of this Section 1312. Any and all (a) claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or (c) other claims relating to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 1312. Except for claims made pursuant to the express indemnification provisions of this Section 1312, Buyer Buyers on behalf of each of the Buyer Indemnified Parties and Seller Sellers on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller the other Party or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer the other Party or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 13.5.7. 12.5.7 No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 13.5.8. Seller 12.5.8 Sellers and Buyer Buyers acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated herebyherein. 13.5.9. 12.5.9 Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable indemnifable or recoverable hereunder or in connection herewith. 13.5.1012.5.10 At the option of any Seller, any amounts due and payable by such Seller to any Buyer under this Article 12 may be paid by such Seller (1) in cash; (2) by setting off an equal amount payable by Buyers pursuant to the Promissory Notes; (3) by delivering to Buyers a number of shares of Gastar common stock with a value equal to the amount payable by Seller, with the number of shares determined by dividing the amount due by the volume weighted five (5) day average trading price of Gastar stock on the Toronto Stock Exchange (“TSE”) for the period of the last five (5) trading days on the TSE prior to the date the amount due is finally determined. For example, if the amount due is Six Million Dollars ($6,000,000) (USD), and the volume weighted five (5) days average trading price of Gastar stock on the TSE is Three Dollars ($3.00) per share (USD), the number of shares of Gastar stock due would be Two Million (2,000,000); ($6,000,000/$3.00 = 2,000,000); or (4) by any combination of the foregoing. 12.5.11 THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED INDEMNIFYING PARTY. BUYER BUYERS AND SELLER SELLERS ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by Buyer, (b) if Buyer had knowledge of the relevant facts at or before Closing or (c) if Buyer should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.

Liability Limitations. 13.5.1. After the Closing, any assertion by any Buyer Indemnified Party that Seller is liable (a) The maximum aggregate liability of Seller to the Purchaser Indemnified Parties with respect to claims for Purchaser Indemnified Losses under Section 7.1(a)(ii) will be limited to an amount equal to six and six-tenths percent (6.6%) of the inaccuracy Purchase Price (the “Cap”); provided, however, the Cap shall not apply to any Purchaser Indemnified Losses incurred or suffered by any of them and arising out of or resulting from (i) any breach of any representation Exempt Representations and Warranties or warranty, (ii) claims based upon intentional behavior. (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement or (d) otherwise in connection with the transactions contemplated in this Agreement, must be made by Buyer in writing and must be given to Seller on or prior to the first anniversary The maximum aggregate liability of the Closing Date. The notice shall state the facts known Purchaser to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. 13.5.2. None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer exceeds five percent of the Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20. 13.5.3. The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized under the relevant insurance arrangements. 13.5.4. Seller shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price. 13.5.5. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties waives any right to recover punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party. 13.5.6. If the Closing occurs, the sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall claims under Section 7.2 will be pursuant limited to the express indemnification provisions Cap; provided, however, the Cap shall not apply to any Seller Indemnified Losses incurred or suffered by any of this Section 13. Any them and all (a) arising out of or resulting from claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (b) other claims pursuant to or in connection with this Agreement or based upon intentional behavior. (c) other Seller will not have any liability to any Purchaser Indemnified Parties under Section 7.1(a)(ii) until the Purchaser Indemnified Parties shall have incurred on a cumulative basis Losses exceeding one percent (1%) of the Purchase Price (the “Basket”), at which point Seller shall be liable for all Losses incurred by the Purchaser Indemnified Parties, including the amount of the Basket; provided, however, the Basket shall not apply to any Losses incurred or suffered by any of them arising out of or resulting from (i) any breach of any Exempt Representations and Warranties or (ii) claims relating based upon intentional behavior. (d) Purchaser will not have any liability to the Gas Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 13. Except for claims made pursuant to the express indemnification provisions of this Section 13, Buyer on behalf of each of the Buyer Seller Indemnified Parties and Seller on behalf of each of under Section 7.1 until the Seller Indemnified Parties shall have incurred on a cumulative basis Losses exceeding the Basket, at which point Purchaser shall be deemed liable for all Losses incurred by the Seller Indemnified Parties, including the amount of the Basket; provided, however, the Basket shall not apply to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller Losses incurred or suffered by any of its affiliates and any and all rights, them arising out of or resulting from claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwiseupon intentional behavior. 13.5.7. No person entitled (e) The representations and warranties set forth in Sections 2.1, 2.2, 2.5, 2.8, 2.9, 2.16, 2.20, 2.22 and 2.23 are hereinafter referred to indemnification hereunder or otherwise to damages in connection with or with respect to as the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding“Exempt Representations and Warranties”. 13.5.8. Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby. 13.5.9. Each person entitled to indemnification hereunder or otherwise to damages in connection with the transactions contemplated in this Agreement shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith. 13.5.10. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. 13.5.11. Seller shall not have any obligation or liability under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement for any (i) breach, misrepresentation or noncompliance with respect to any representation, warranty, covenant, or obligation or (ii) any indemnity (a) if such breach, misrepresentation, noncompliance or indemnity rights shall have been waived by Buyer, (b) if Buyer had knowledge of the relevant facts at or before Closing or (c) if Buyer should have known, in the exercise of reasonable diligence, of the relevant facts at or before Closing.