Common use of Other Rights to Indemnification Clause in Contracts

Other Rights to Indemnification. The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Partnership Agreement, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insurance.

Other Rights to Indemnification. 9.1 The indemnification indemnification, contribution and advancement of Expenses costs and expenses provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership Agreementany applicable Group Company’s Bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to insurance policy or otherwise; provided, however, that: (a) this Agreement supersedes any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other agreement (other than the Partnership Bye-laws of any applicable Group Company as they exist as of the date hereof and over not subject to any amendment) that has been entered into by any Group Company with Indemnitee which has as its principal purpose the indemnification of Indemnitee; and (b) where the Company may indemnify Indemnitee pursuant to either this Agreement or the Bye-laws of any Group Company, the Company may indemnify Indemnitee under either this Agreement or such Group Company Bye-laws but Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance other than policy, indemnity clause, bye-law or agreement, except in respect of any excess beyond such payment. 9.2 In the event of any payment by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect thereto and Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights (it being understood that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall all of Indemnitee’s reasonable expenses related thereto will be endorsed to reflect that it is primary over any other insuranceborne by the Company).

Other Rights to Indemnification. (a) The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Partnership Agreement, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. the Sponsor Entity or its affiliates or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law law, in equity or otherwise, or otherwise (each, an “Alternative Indemnification Source”), both as to actions in the Indemnitee’s capacity as an Indemnitee (as defined in the Partnership Agreement) and as to actions in any other capacity. Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 12 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 1612. Any insurance obtained pursuant to Section 16 12 shall be endorsed to reflect that it is primary over any other insurance. (b) Notwithstanding anything to the contrary contained herein: (i) the Partnership hereby agrees that it is the indemnitor of first resort under this Agreement and under any other indemnification agreement providing indemnification to Indemnitee by the Sponsor Entity (i.e., the Partnership’s obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary and any obligation of the Sponsor Entity to provide advancement or indemnification for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) or incurred by Indemnitee are secondary), and (ii) if the Sponsor Entity pays or causes to be paid (other than pursuant to this Agreement), for any reason, any amounts for which Indemnitee is entitled to indemnification hereunder or under any other indemnification agreement to which a Company is a party (whether pursuant to contract, by-laws or charter) (the “Indemnifiable Amounts”), then (x) the Sponsor Entity shall be fully subrogated to all rights of Indemnitee with respect to the Indemnifiable Amounts actually paid by the Sponsor Entity and (y) the Partnership shall fully indemnify, reimburse and hold harmless the Sponsor Entity for the Indemnifiable Amounts actually paid by the Sponsor Entity. The Sponsor Entity is an express third party beneficiary of this Agreement, is entitled to rely upon this Agreement, and may seek to specifically enforce either the Partnership’s or the General Partner’s obligations hereunder (including but not limited to the obligations specified in this Paragraph) as though a party hereunder.

Other Rights to Indemnification. The indemnification and advancement of Expenses expenses (including attorneys’ fees) provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership AgreementCompany’s bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, or otherwise; provided, however, that: (a) this Agreement supersedes any other agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the indemnification of Indemnitee (except that this Agreement shall not supersede that certain Indemnification Agreement entered into on or about the date hereof between Indemnitee and Xxxxxxxxxxx International, Inc., a subsidiary of the Company, it being the intention of the Parties that Indemnitee shall be entitled to the indemnification provided under either or both agreements to the fullest extent permitted by law); and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, the Company may indemnify the Indemnitee under either this Agreement or the bye-laws but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance obtained pursuant to Section 16 shall be primary over policy, indemnity clause, bye-law or agreement, except in respect of any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceexcess beyond such payment.

Other Rights to Indemnification. The indemnification and advancement of Expenses expenses (including attorneys’ fees) provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership AgreementCompany’s bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, or otherwise; provided, however, that: (a) this Agreement supersedes any other agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the indemnification of Indemnitee (except that this Agreement shall not supersede that certain Indemnification Agreement entered into on or about the date hereof between Indemnitee and Wxxxxxxxxxx International, Inc., a subsidiary of the Company, it being the intention of the Parties that Indemnitee shall be entitled to the indemnification provided under either or both agreements to the fullest extent permitted by law); and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, the Company may indemnify the Indemnitee under either this Agreement or the bye-laws but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance obtained pursuant to Section 16 shall be primary over policy, indemnity clause, bye-law or agreement, except in respect of any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceexcess beyond such payment.

Other Rights to Indemnification. The indemnification and advancement of Expenses expenses (including attorneys' fees) provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership AgreementCompany's bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, or otherwise; provided, however, that: (a) this Agreement supersedes any other ------------------------------------------------------------------------------- CORPDOCS:42031 16764.1 agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the indemnification of Indemnitee (except that this Agreement shall not supersede that certain Indemnification Agreement entered into on or about the date hereof between Indemnitee and Weatherford International, Inc., a subsidiary of the Company, xx xxxxx the intention of the Parties that Indemnitee shall be entitled to the indemnification provided under either or both agreements to the fullest extent permitted by law); and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, the Company may indemnify the Indemnitee under either this Agreement or the bye-laws but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance obtained pursuant to Section 16 shall be primary over policy, indemnity clause, bye-law or agreement, except in respect of any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceexcess beyond such payment.

Other Rights to Indemnification. The indemnification and advancement of Expenses provided by Notwithstanding anything to the contrary set forth in this Agreement are cumulativeAgreement, and not exclusive, and are in addition to any other rights to which the Company hereby acknowledges that Indemnitee has or may now or have in the future be entitled under any provision certain rights to indemnification, advancement of the Partnership Agreementexpenses and/or insurance provided by other entities and/or organizations (collectively, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification SourceFund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort with respect to any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee shall not have believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other which may give rise to indemnification of Indemnitee under this Agreement (i.e. its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to exhaust any other rights advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); (ii) that it may potentially have shall be required to indemnification or advancement advance the full amount of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, incurred by Indemnitee and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Partnership is liable for such amounts under terms of this Agreement) Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any such rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any Alternative Indemnification Source; providedand all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Partnership shall not be liable under this Agreement Fund Indemnitors on behalf of Indemnitee with respect to make any payment of amounts otherwise indemnifiable hereunder (or claim for which advancement is provided hereunder) if Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or Fund Indemnitors are express third party beneficiaries of the Certificate the effect terms of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insurance.

Other Rights to Indemnification. 8.1 The indemnification and advancement of reasonable Expenses provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may previously, now or in the future may be entitled under any provision of the Partnership AgreementCompany’s certificate of incorporation, bylaws, any other agreement (including the Parent Deed of Indemnification or any agreement between the Indemnitee and any other Group Company), vote of shareholders of the Company, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law law, or otherwise (eachotherwise, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, provided that the Partnership Company shall not be liable obligated under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or pursuant to this Agreement for which payment has been actually made to or on behalf of the Indemnitee by or on behalf of any of the Group Companies under any insurance policy or other indemnity provision, except in respect of any excess beyond the amount paid under any such insurance policy or other indemnity provisions. As between Parent and the Company, Parent shall be the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and the obligations of the Company to advance Expenses and to provide indemnification for the same Expenses, damages, losses, liabilities, judgments, penalties, fines, and amounts paid in settlement are secondary). To the extent not satisfied by Parent in accordance with the Parent Indemnification Agreement, the Company shall be required to advance the full amount of Expenses incurred by the Indemnitee and shall be required to indemnify the Indemnitee for the full amount of damages, losses, liabilities, judgments, penalties, fines, amounts paid in settlement, and reasonable Expenses in settlement as required by (and subject to) the terms of this Agreement, the Company’s certificate of incorporation or bylaws, or any other agreement between the Company and the Indemnitee, without regard to any rights to indemnification or advancement is provided hereunder) if and of Expenses the Indemnitee may have against other Entities (other than Parent). 8.2 In the event of any payment under this Agreement, the Group Companies shall be subrogated to the extent that Indemnitee has otherwise actually received of such payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, to all of the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect rights of which would be to deny, diminish or encumber recovery of the Indemnitee’s right , who shall execute at the request of the Company all papers required and take all action necessary to indemnification under this Agreement. For secure such rights, including execution of such documents as are necessary to enable the avoidance of doubt, the rights created pursuant Company to this Agreement, pursuant bring suit to any enforce such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insurancerights.

Other Rights to Indemnification. 8.1 The indemnification and advancement of reasonable Expenses provided by this Agreement are cumulative, and Deed shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may previously, now or in the future may be entitled under any provision of the Partnership AgreementCompany’s memorandum or articles of association, any other agreement (including any agreement between Indemnitee and any other Group Company), vote of shareholders of the Company, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law law, or otherwise (eachotherwise, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, provided that the Partnership Company shall not be liable obligated under this Agreement Deed to make any payment of amounts otherwise indemnifiable hereunder (or pursuant to this Deed for which advancement is provided hereunder) if and payment has been actually made to or on behalf of the Indemnitee by or on behalf of any of the Group Companies under any insurance policy or other indemnity provision, except in respect of any excess beyond the amount paid under any such insurance policy or other indemnity provisions. 8.2 In the event of any payment under this Deed, the Group Companies shall be subrogated to the extent that of such payment to all of the rights of recovery of the Indemnitee, who shall execute at the request of the Company all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. 8.3 In addition to all other obligations hereunder and without limiting any rights of the Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable lawhereunder subject to clause 10, the Partnership shall not adopt any amendment Company expressly agrees to, and hereby assumes, all indemnification, advancement of Expenses and / or all other obligations of STERIS UK to its Partnership Agreement or the Certificate Indemnitee in existence immediately prior to the effect effectiveness of which would be to denythe Scheme, diminish or encumber pursuant to, and upon the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubtterms of, the rights created pursuant provisions set forth in any then existing indemnification agreement to this Agreement, pursuant which STERIS UK is bound and in the articles of association and organizational regulations of STERIS UK as then in effect and applicable without regard to any such other agreement or provision the effectiveness of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceScheme.

Other Rights to Indemnification. The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Partnership Agreement, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. the General Partner or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). The Partnership hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Alternative Indemnification Sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines and amounts paid in settlement) to the extent legally permitted and as required by the terms of this Agreement, the Partnership Agreement, the GP Certificate, the GP LLC Agreement or under any directors’ and officers’ liability insurance policies maintained by or on behalf of the Partnership, or any other agreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Alternative Indemnification Sources, and, (iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnification Sources from any and all claims against the Alternative Indemnification Sources for contribution, subrogation or any other recovery of any kind in respect thereof. The Partnership further agrees that no advancement or payment by the Alternative Indemnification Sources on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Partnership shall affect the foregoing and the Alternative Indemnification Sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Partnership. The Partnership and Indemnitee agree that the Alternative Indemnification Sources are express third party beneficiaries of the terms of this Section 14. Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 17 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 1617. Any insurance obtained pursuant to Section 16 17 shall be endorsed to reflect that it is primary over any other insurance.

Other Rights to Indemnification. The indemnification and advancement of Expenses provided by Notwithstanding anything to the contrary set forth in this Agreement are cumulativeAgreement, and not exclusive, and are in addition to any other rights to which the Indemnitee Company hereby acknowledges that Indemnitees have or may now or have in the future be entitled under any provision certain rights to indemnification, advancement of the Partnership Agreementexpenses and/or insurance provided by other entities and/or organizations (collectively, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification SourceFund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort with respect to any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that an Indemnitee shall not have believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other which may give rise to indemnification of an Indemnitee under the Indemnification Agreement (i.e., its obligations to each Indemnitee are primary and any obligation of the Fund Indemnitors to exhaust any other rights advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); (ii) that it may potentially have shall be required to indemnification or advancement advance the full amount of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, incurred by an Indemnitee and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Partnership is liable for terms of the Indemnification Agreement and this Supplement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and such amounts under this Agreement) Indemnitee), without regard to any such rights an Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any Alternative Indemnification Source; providedand all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Partnership shall not be liable under this Agreement Fund Indemnitors on behalf of an Indemnitee with respect to make any payment of amounts otherwise indemnifiable hereunder (or claim for which advancement is provided hereunder) if an Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent that Indemnitee has otherwise actually received of such advancement or payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect all of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to of recovery of an Indemnitee against the Company. The Company and each Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceSupplement.

Other Rights to Indemnification. The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Partnership Agreement, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. BP p.l.c. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insurance.

Other Rights to Indemnification. The indemnification and advancement of Expenses provided by Notwithstanding anything to the contrary set forth in this Agreement are cumulativeAgreement, and not exclusive, and are in addition to any other rights to which the Company hereby acknowledges that Indemnitee has or may now or have in the future be entitled under any provision certain rights to indemnification, advancement of expenses and/or insurance provided by the Partnership AgreementIndemnified Fund and certain of its affiliates (collectively, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification SourceFund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort with respect to any proceeding which may give rise to indemnification of the Indemnitee shall not have under this Agreement (i.e., its obligations to the Indemnitee are primary and any obligation of the Fund Indemnitors to exhaust any other rights advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary); (ii) that it may potentially have shall be required to indemnification or advancement advance the full amount of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from incurred by the Partnership pursuant to this Agreement, Indemnitee and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Partnership is liable for such amounts under terms of this Agreement) Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and the Indemnitee), without regard to any such rights the Indemnitee may have against the Fund Indemnitors; and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any Alternative Indemnification Source; providedand all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Partnership shall not be liable under this Agreement Fund Indemnitors on behalf of the Indemnitee with respect to make any payment of amounts otherwise indemnifiable hereunder (or claim for which advancement is provided hereunder) if the Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or Fund Indemnitors are express third party beneficiaries of the Certificate the effect terms of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insurance.

Other Rights to Indemnification. The indemnification and advancement of Expenses expenses (including attorneys’ fees) provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership AgreementCompany’s bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, or otherwise; provided, however, that: (a) this Agreement supersedes any other agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the indemnification of Indemnitee (except that this Agreement shall not supersede that certain Indemnification Agreement entered into on or about the date hereof between Indemnitee and Wxxxxxxxxxx International, Inc., a subsidiary of the Company, it being the intention of the Parties that Indemnitee shall be entitled to the 31316.1 indemnification provided under either or both agreements to the fullest extent permitted by law); and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, the Company may indemnify the Indemnitee under either this Agreement or the bye-laws but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance obtained pursuant to Section 16 shall be primary over policy, indemnity clause, bye-law or agreement, except in respect of any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceexcess beyond such payment.

Other Rights to Indemnification. The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Partnership Agreement, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. the General Partner or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). The Partnership hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Alternative Indemnification Sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines and amounts paid in settlement) to the extent legally permitted and as required by the terms of this Agreement, the Partnership Agreement, the GP Certificate, the GP LLC Agreement or under any directors’ and officers’ liability insurance policies maintained by or on behalf of the Partnership, or any other agreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Alternative Indemnification Sources, and, (iii) that it irrevocably waives, relinquishes and releases the Alternative Indemnification Sources from any and all claims against the Alternative Indemnification Sources for contribution, subrogation or any other recovery of any kind in respect thereof. The Partnership further agrees that no advancement or payment by the Alternative Indemnification Sources on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Partnership shall affect the foregoing and the Alternative Indemnification Sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Partnership. The Partnership and Indemnitee agree that the Alternative Indemnification Sources are express third party beneficiaries of the terms of this Section 12. Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 15 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 1615. Any insurance obtained pursuant to Section 16 15 shall be endorsed to reflect that it is primary over any other insurance.

Other Rights to Indemnification. The indemnification and advancement of Expenses expenses (including attorneys' fees) provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership AgreementCompany's bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, or otherwise; provided, however, that: (a) this Agreement supersedes any other agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the indemnification of Indemnitee (except that this Agreement shall not supersede that certain Indemnification Agreement entered into on or about the date hereof between Indemnitee and Xxxxxxxxxxx International, Inc., a subsidiary of the Company, it being the intention of the Parties that Indemnitee shall be entitled to the indemnification provided under either or both agreements to the fullest extent permitted by law); and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, the Company may indemnify the Indemnitee under either this Agreement or the bye-laws but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance obtained pursuant to Section 16 shall be primary over policy, indemnity clause, bye-law or agreement, except in respect of any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceexcess beyond such payment.

Other Rights to Indemnification. 7.1 The indemnification and advancement of reasonable Expenses provided by this Agreement are cumulative, and not exclusive, and are shall be in addition to any other rights right to which the Indemnitee may previously, now or in the future may be entitled under any provision of the Partnership AgreementCompany Organizational Documents, any other agreement (including the Parent Deed of Indemnification or any agreement between the Indemnitee and any other Group Company), vote of shareholders of the Company, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law law, or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Sourceotherwise; provided, provided that the Partnership Company shall not be liable obligated under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or pursuant to this Agreement for which advancement is provided hereunder) if payment has been actually made to or on behalf of the Indemnitee by or on behalf of any of the Group Companies under any insurance policy or other indemnity provision, except in respect of any excess beyond the amount paid under any such insurance policy or other indemnity provisions. As between the Parent and the Company, the Parent shall be the indemnitor of first resort (i.e., its obligations to the Indemnitee are primary and the obligations of the Company to advance Expenses and to provide indemnification for the same Expenses, damages, losses, liabilities, judgments, penalties, fines, and amounts paid in settlement are secondary). To the extent that not satisfied by the Parent in accordance with the Parent Deed of Indemnification within five Business Days of a written request by the Indemnitee has otherwise actually received payment for such indemnification or advancement, the Company shall be required to advance the full amount of Expenses incurred by the Indemnitee and shall be required to indemnify the Indemnitee for the full amount of damages, losses, liabilities, judgments, penalties, fines, amounts from such Alternative Indemnification Source. Except paid in settlement, and reasonable Expenses in settlement as required by applicable law(and subject to) the terms of this Agreement, the Partnership shall not adopt Company Organizational Documents, or any amendment to its Partnership Agreement or other agreement between the Certificate the effect of which would be to deny, diminish or encumber Company and the Indemnitee’s right , without regard to any rights to indemnification or advancement of Expenses the Indemnitee may have against other Entities (other than the Parent). 7.2 To the Fullest Extent Permitted By Law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever (other than pursuant to the terms hereof), the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Expenses, damages, losses, liabilities, judgments, penalties, fines and amounts paid in settlement, in connection with any claim, including, without limitation, claims for contribution that may be brought against Indemnitee by directors, officers, employees or agents of the Parent (other than Indemnitee) who may be jointly liable with Indemnitee, relating to an event or occurrence giving rise to indemnification under this Agreement. For , in such proportion as is deemed fair and reasonable in light of all of the avoidance circumstances of doubtsuch Proceeding in order to reflect (i) the relative benefits received by the Parent and the Company, on one hand, and Indemnitee, on the rights created pursuant other hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Parent and the Company (and their respective directors, officers, employees and agents), on one hand, and Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s). 7.3 In the event of any payment under this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 the Group Companies shall be primary over any indemnity obligations owed by any person other than subrogated to the Partnership extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute at the request of the Company all papers required and over any insurance other than that obtained pursuant take all action necessary to Section 16. Any insurance obtained pursuant secure such rights, including execution of such documents as are necessary to Section 16 shall be endorsed enable the Company to reflect that it is primary over any other insurancebring suit to enforce such rights.

Other Rights to Indemnification. The indemnification and advancement of Expenses expenses (including attorneys' fees) provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership AgreementCompany's bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, or otherwise; provided, however, that: (a) this Agreement supersedes any other agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the indemnification of Indemnitee (except that this Agreement shall not supersede that certain Indemnification Agreement entered into on or about the date hereof between Indemnitee and Weatherford International, Inc., a subsidiary of the Companx, xx xxxxx the intention of the Parties that Indemnitee shall be entitled to the indemnification provided under either or both agreements to the fullest extent permitted by law); and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, the Company may indemnify the Indemnitee under either this Agreement or the bye-laws but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance obtained pursuant to Section 16 shall be primary over policy, indemnity clause, bye-law or agreement, except in respect of any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceexcess beyond such payment.

Other Rights to Indemnification. The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Partnership Agreement, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. the General Partner or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insurance.

Other Rights to Indemnification. The indemnification and advancement of Expenses expenses (including attorneys' fees) provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership AgreementCompany's bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law or otherwise (each, an “Alternative Indemnification Source”). Indemnitee shall not have any obligation to exhaust any other rights it may potentially have to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts from such Alternative Indemnification Source. Except as required by applicable law, the Partnership shall not adopt any amendment to its Partnership Agreement or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, or otherwise; provided, however, that: (a) this Agreement supersedes any other agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the indemnification of Indemnitee (except that this Agreement shall not supersede that certain Indemnification Agreement entered into on or about the date hereof between Indemnitee and Weatherford International, Inc., a subsidiary of the Company, xx xxxxx the intention of the Parties that Indemnitee shall be entitled to the indemnification provided under either or both agreements to the fullest extent permitted by law); and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, the Company may indemnify the Indemnitee under either this Agreement or the bye-laws but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance obtained pursuant to Section 16 shall be primary over policy, indemnity clause, bye-law or agreement, except in respect of any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insuranceexcess beyond such payment.

Other Rights to Indemnification. The indemnification and advancement of Expenses expenses (including attorneys’ fees) provided by this Agreement are cumulative, and shall not exclusive, and are in addition to be deemed exclusive of any other rights right to which the Indemnitee may now or in the future be entitled under any provision of the Partnership AgreementCompany’s bye-laws, any agreement, vote of shareholders, the Certificate, the GP LLC Agreement or the GP Certificate, or other governing documents of Oasis Petroleum Inc. or any direct or indirect wholly owned or partially owned subsidiary of the Partnership or the General Partner, any vote of the unitholders of the Partnership Board or Disinterested Directors, any provision of law law, or otherwise otherwise; provided, however, that: (eacha) this Agreement supersedes any other agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the indemnification of Indemnitee and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, an “Alternative Indemnification Source”). Indemnitee the rights to indemnification hereunder shall not have any obligation to exhaust be deemed exclusive of any other rights it to which Indemnitee may potentially have be entitled under the bye-laws, insurance policy, vote of shareholders, the Board or Disinterested Directors or otherwise, but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made to Indemnitee under any insurance policy, indemnity clause, bye-law or agreement, except in respect of any excess beyond such payment. The Company shall not amend, repeal or otherwise modify any provision in the Company’s bye-laws in any manner that would limit, eliminate or otherwise adversely affect the rights to indemnification or advancement of expenses from any Alternative Indemnification Source prior to seeking indemnification or advancement of expenses from the Partnership pursuant to this Agreement, and the Partnership shall be liable for the full amount of any such claim for indemnification or advancement of expenses (to the extent the Partnership is liable for such amounts under this Agreement) without regard to any such rights Indemnitee may have against any Alternative Indemnification Source; provided, that the Partnership shall not be liable under provided by this Agreement to make Indemnitee for any payment of amounts otherwise indemnifiable hereunder (acts taken or for which advancement is provided hereunder) if and not taken by Indemnitee prior to the extent that Indemnitee has otherwise actually received payment for date of such amounts from such Alternative Indemnification Source. Except as required by applicable lawamendment, the Partnership shall not adopt any amendment to its Partnership Agreement repeal or the Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement. For the avoidance of doubt, the rights created pursuant to this Agreement, pursuant to any such other agreement or provision of law, and pursuant to any insurance obtained pursuant to Section 16 shall be primary over any indemnity obligations owed by any person other than the Partnership and over any insurance other than that obtained pursuant to Section 16. Any insurance obtained pursuant to Section 16 shall be endorsed to reflect that it is primary over any other insurancemodification.