Common use of Seller’s General Indemnity Clause in Contracts

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this Agreement; (ii) Seller’s breach of any of its covenants in and under this Agreement; (iii) subject to the provisions of Article 8, any and all duties and obligations of Sellers, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time; and (vii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi).

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group harmless from and against any and all Losses and Claims in favor of any person Person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this AgreementAgreement or in any agreement or instrument executed by Seller in connection herewith pursuant to Section 9.6 (including the Conveyances); (ii) Seller’s breach of any of its covenants in and under this AgreementAgreement or in any agreement or instrument executed by Seller in connection herewith pursuant to Section 9.6 (including the Conveyances); (iii) subject to the provisions of Article 87 and Section 15.2.2, any and all duties and obligations of SellersSeller, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 87 and Section 15.2.2, any Losses arising out of, or Claims for for, damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective TimeTime with respect to the ownership or operation of, or otherwise in connection with, the Assets; (v) subject to the provisions of Article 7 and Section 15.2.2, any other Losses or Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, to royalty and accounting Claimsclaims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers Seller, in its capacity, if any, as operator of the Assets, to properly pay when due all Taxes, royalties, overriding royalties, production payments, and and, whether as operator or non-operator of the Assets, its own working interest payments as billed to it by the operator, in each case relating to the Assets and attributable to periods prior to the Effective Time; (vii) any Losses or Claims arising directly or indirectly from the Retained Assets; and (viiviii) subject to the provisions of Article 7 and Section 15.2.2, any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedingsproceedings pending as of the Closing as to which Seller is a party; REGARDLESS OF WHETHER ANY OF SUCH LOSSES OR CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi15.4(I), (III), (IV) AND (V) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE TWELVE (112) YEAR MONTHS FOLLOWING THE CLOSING DATE, EXCEPT THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER (x) UNDER SECTION 15.4(i) FOR BREACH OF SECTIONS 5.1, 5.2, 5.5 AND 5.13. (THE “FUNDAMENTAL REPRESENTATIONS”), (y) UNDER SECTIONS 15.4(II), (VI), (VII) AND (VIII), AND (z) FOR TAXES THAT ARE THE RESPONSIBILITY OF SELLER UNDER ARTICLE 11, SHALL IN EACH CASE SURVIVE INDEFINITELY. THEREAFTER, SUBJECT TO THE PRECEDING SENTENCE, BUYER SHALL, PURSUANT TO SECTION 16.315.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER LOSSES AND CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER LOSSES AND CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i15.4(I), (III), (IV) THROUGH AND (viV).

Seller’s General Indemnity. Each Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this Agreement; (ii) Seller’s breach of any of its covenants in and under this Agreement; (iii) subject to the provisions of Article 8, any and all duties and obligations of SellersSeller, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting ClaimsClaims or production or pipeline imbalances) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers Seller to properly pay when due all Taxestaxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time; and (vii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; , REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER SELLERS OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT JOINT, CONCURRENT OR CONCURRENTSOLE, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, EXCEPT AS TO ANY CLAIMS FOR WHICH A WRITTEN DEMAND HAS BEEN ASSERTED, THAT EACH SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi16.4(i)-(v) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE TWO (12) YEAR YEARS FOLLOWING THE CLOSING DATE. THEREAFTER, EXCEPT AS TO ANY CLAIMS FOR WHICH A WRITTEN DEMAND WAS ASSERTED WITHIN TWO (2) YEARS FOLLOWING THE CLOSING DATE, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i16.4(1) THROUGH (viv).

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group harmless from and against any and all Losses and Claims in favor of any person Person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this AgreementAgreement or in any agreement or instrument executed by Seller in connection herewith pursuant to Section 9.6 (including the Conveyances); (ii) Seller’s breach of any of its covenants in and under this AgreementAgreement or in any agreement or instrument executed by Seller in connection herewith pursuant to Section 9.6 (including the Conveyances); (iii) subject to the provisions of Article 87 and Section 15.2.2, any and all duties and obligations of SellersSeller, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 87 and Section 15.2.2, any Losses arising out of, or Claims for for, damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective TimeTime with respect to the ownership or operation of, or otherwise in connection with, the Assets; (v) subject to the provisions of Article 7 and Section 15.2.2, any other Losses or Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, to royalty and accounting Claimsclaims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers Seller, in its capacity, if any, as operator of the Assets, to properly pay when due all Taxes, royalties, overriding royalties, production payments, and and, whether as operator or non-operator of the Assets, its own working interest payments as billed to it by the operator, in each case relating to the Assets and attributable to periods prior to the Effective Time; (vii) any Losses or Claims arising directly or indirectly from the Retained Assets; and (viiviii) subject to the provisions of Article 7 and Section 15.2.2, any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; proceedings pending as of the Closing as to which Seller is a party. REGARDLESS OF WHETHER ANY OF SUCH LOSSES OR CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi15.4(I), (III), (IV) AND (V) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE TWELVE (112) YEAR MONTHS FOLLOWING THE CLOSING DATE, EXCEPT THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER (x) UNDER SECTION 15.4(i) FOR BREACH OF SECTIONS 5.1, 5.2, 5.5 AND 5.13. (THE “FUNDAMENTAL REPRESENTATIONS”), (y) UNDER SECTIONS 15.4(II), (VI), (VII) AND (VIII), AND (z) FOR TAXES THAT ARE THE RESPONSIBILITY OF SELLER UNDER ARTICLE 11, SHALL IN EACH CASE SURVIVE INDEFINITELY. THEREAFTER, SUBJECT TO THE PRECEDING SENTENCE, BUYER SHALL, PURSUANT TO SECTION 16.315.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER LOSSES AND CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER LOSSES AND CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i15.4(I), (III), (IV) THROUGH and (viV).

Seller’s General Indemnity. Seller shall, upon the occurrence of the Closing, subject to the limitations set forth in Sections 15.5, 15.6, and elsewhere in this Agreement, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person third party to the extent arising from or related to: (ia) Seller’s breach of any of its representations and warranties in this Agreement;, excluding any Claims relating to title or environmental, other than Seller’s special warranty. (iib) Seller’s breach of any of its covenants or agreements in and under this Agreement; (iii) subject to the provisions of Article 8, any and all duties and obligations of Sellers, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time; and (viic) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedingsthe Retained Obligations; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT JOINT, CONCURRENT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUPSOLE; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(viSECTION 15.4(a) ABOVE and SECTION 15.4(b), INCLUDING SELLER’S SPECIAL WARRANTY OF TITLE, SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING 55 DATE. THEREAFTER; PROVIDED, HOWEVER, SUCH INDEMNITY SHALL NOT INCLUDE INDEMNITY FOR BUYER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND PROVIDED, FURTHER, HOWEVER THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND 15.4(c) WITH RESPECT TO SELLER TAXES SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, SURVIVE THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY CLOSING ONLY UNTIL THE DATE THAT IS THIRTY (30) DAYS FOLLOWING THE EXPIRATION OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(iAPPLICABLE STATUTE(S) THROUGH (vi)OF LIMITATION.

Seller’s General Indemnity. Each Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to: (i) Such Seller’s breach of any of its representations and warranties in this Agreement, excluding, any Claims relating to title or environmental matters; (ii) Such Seller’s breach of any of its their covenants in and under this Agreement; (iii) subject to the provisions of Article 8except as otherwise provided in this Agreement, any and all duties and obligations of Sellerssuch Seller, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) except as otherwise provided in this Agreement, any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time;; and (vi) the failure of Sellers to properly pay when due all Taxestaxes, royalties, overriding royalties, production payments, and working interest payments payments, relating to the Assets and attributable to periods prior to the Effective Time, other than amounts included in Suspense Accounts; and EACH SELLER’S OBLIGATIONS UNDER SECTIONS 15.4(iv) through (viivi) any liability or obligation relating to any pending lawsuitsSHALL BE SEVERAL AND NOT JOINT, arbitrations or similar proceedings; REGARDLESS AND, IN THIS RESPECT, EACH SELLER’S OBLIGATIONS SHALL BE PROPORTIONAL TO ITS OWNERSHIP INTEREST, IN RELATION TO THE OWNERSHIP INTERESTS OF WHETHER ALL OTHER SELLERS, IN THE INTERESTS RELATING TO THE PARTICULAR INDEMNIFIED OBLIGATION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AMENDING OR ABRIDGING THE OPERATING AGREEMENTS GOVERNING THE ASSETS. IN THIS RESPECT, IN THE EVENT WEC BECOMES LIABLE TO BUYER UNDER ANY OF INDEMNITY OBLIGATIONS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, ANY SUCH CLAIMS LIAIBLITY MAY BE ATTRIBUTABLECHARGED BY WEC TO OTHER SELLERS AS A COST AND EXPENSE UNDER THE GOVERNING OPERATING AGREEMENT, IN WHOLE OR IN PARTIF SUCH LIABILITY, ABSENCE THIS AGREEMENT, WOULD HAVE BEEN A PERMITTED EXPENSE CHARGEABLE TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING NON-OPERATORS UNDER THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi)GOVERNING OPERATING AGREEMENT.

Seller’s General Indemnity. Subject to the limitations set forth above, Seller shall, upon Closing, defend, indemnify, release agrees to indemnify and hold harmless Buyer Group harmless from and against any and all Claims in favor claims, penalties, damages, liabilities, actions, causes of any person action, costs and expenses (including reasonable attorneys’ fees and costs) arising from out of, as a result of or related to: as a consequence of: (a) the Pre-Contribution Liabilities, which include, without limitation, (i) any property damage or injuries to persons, including death, caused by any occurrence at the Property or resulting from Seller’s use, possession, operation, repair and maintenance of the Property prior to the Closing Date, (ii) any breach of any obligations under the Leases which occurred prior to the Closing Date including without limit, improper billing or improper pass through of utility or other charges, (iii) any breach of Seller’s obligations under the Service Contracts which occurred prior to the Closing Date or obligations arising as a result of any cost incurred for terminating the Service Contracts at Buyer’s direction given prior to Closing, (iv) the failure to pay transfer taxes or other fees if the same are 3 Buyer NTD: Amount to equal the agreed upon 5% cap for each the specific deal. determined to be due, (v) the termination of the employees of Seller or the Agent prior to or after the Closing, (vi) clean-up costs and future response costs incurred by Buyer under the Environmental Laws as a result of a determination by a court or governmental authority having jurisdiction for events or occurrences prior to the Closing Date, and (vii) all costs and expenses required to be paid by Seller under Sections 4.2, 4.3, 4.4 or 10.3, or as otherwise required under this Agreement; (b) any breach by Seller of any of its representations and warranties representations, warranties, covenants, agreements, or obligations set forth herein or in any other document or instrument delivered by Seller or its affiliates in connection with the consummation of the transactions contemplated by this Agreement; ; and (c) any failure of Seller to obtain the consents and approvals described in Section 7.3 hereof. For the avoidance of doubt (i) such a breach includes any inaccuracy in or breach of the representations or warranties contained in Section 7.1, and (ii) Seller’s breach of any of its covenants in and under this Agreement; (iii) subject to the provisions of Article 8, any and all duties and obligations of Sellers, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, includingcosts recoverable by Buyer shall include, without limitation, out of pocket due diligence, financing and other transaction costs incurred by virtue Buyer. Seller shall have no indemnification obligation with respect to any claim or damage caused by Buyer or its agents during Buyer’s due diligence review of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty Property and accounting Claims) or maintenance of any of the Assets, and arising or accruing its operations prior to the Effective Time; Closing Date. Any amounts payable to Buyer under this Section 11.6 shall be satisfied as follows: (viA) the failure of Sellers to properly pay when due all Taxesfirst, royalties, overriding royalties, production payments, from and working interest payments relating to the Assets extent of the Escrow Fund, if any; and attributable to periods prior (B) second, from Seller Principal Guaranty, to the Effective Time; and (vii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi)extent of amounts available thereunder.

Seller’s General Indemnity. Seller shall, upon after Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person Person arising from or related to: (ia) Seller’s breach of any of its representations and warranties in this Agreement; (iib) Seller’s breach of any of its covenants in and under this Agreement; (iiic) the disposal or transportation prior to Closing of any Pollutants generated or used by or on behalf of Seller and taken from the Assets to any location that is not an Asset; (d) subject to the provisions of Article 8, any 8 and all duties and obligations of Sellers, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or except as otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8provided in this Agreement, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person Person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vie) the failure of Sellers Seller to properly pay when due all Asset Taxes, royalties, overriding royalties, production payments, and working interest payments payments, relating to the Assets and attributable to periods prior to the Effective Time; and (vii) any , other than amounts included in Suspense Accounts which shall be assumed by Buyer upon Buyer’s receipt of said amounts and for which Seller shall have no further liability or obligation relating to any pending lawsuits, arbitrations or similar proceedingsassociated therewith; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT JOINT, CONCURRENT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUPSOLE; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi16.4(A) THROUGH (E) ABOVE (OTHER THAN OBLIGATIONS WITH RESPECT TO SELLER FUNDAMENTAL REPRESENTATIONS) SHALL APPLY ONLY FOR A PERIOD OF ONE TWELVE (112) YEAR MONTHS FOLLOWING THE CLOSING DATE. , THEREAFTER, BUYER SHALL, PURSUANT TO SECTION SECTIONS 16.1 AND 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, ILLNESS, BODILY INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i16.4(A) THROUGH (viE); AND (f) any Claims relating to the Retained Assets or Seller Employer Liabilities. (g) any Claims arising from the assignment of any Interest or Well subject to an un-obtained Required Consent pursuant to Section 9.4, provided, however, that Seller’s obligation to indemnify Buyer pursuant to this Section 16.4(g) shall only apply to those Claims arising out of the consenting party’s failure to grant such Required Consent and shall further only apply for a period of two (2) years following the Closing Date, thereafter, Buyer shall assume responsibility for and indemnify Seller Group from any and all Claims associated therewith.

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person for personal injury, death or damage to property or for any other Claims arising from or related to: to (i) Seller’s breach of any of its representations and warranties in this Agreement; , (ii) Seller’s breach of any of its covenants in and under this Agreement; , (iii) subject to the provisions of Article ARTICLE 8, any and all duties and obligations of SellersSeller, or Claims, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; , (iv) subject to the provisions of Article ARTICLE 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, death, damage to property or death of any person arising before the Effective Time; (v) for any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; , (v) subject to the provisions of ARTICLE 8, personal injury, illness, bodily injury, death, or damage to property arising directly or indirectly from, or incident to, the use, occupation, operation or maintenance of any of the Assets, and arising or accruing between the Effective Time and Closing but only insofar as said matters are covered by Seller’s insurance policies in excess of all deductibles and loss loads, and limited to the amount of coverage provided thereby, (vi) the failure of Sellers Seller to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time; and , (vii) the failure of Seller to properly pay when due all Taxes as determined under ARTICLE 12, (viii) any liability or obligation relating to the Litigation, and (ix) any pending lawsuitsExcluded Assets, arbitrations or similar proceedings; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER GROUP OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT JOINT, CONCURRENT OR CONCURRENTSOLE, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(viSECTION 16.4(i)-(vii), AND SECTION 9.4(h) ABOVE ABOVE, INCLUSIVE, SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi).YEAR

Seller’s General Indemnity. Subject to ARTICLE XXII, Seller shallshall defend and indemnify Buyer, upon Closingits Affiliates, defendand their respective employees, indemnifyagents, release partners, shareholders, officers, directors, members, managers, successors, and hold permitted assigns (each, a "Buyer Group harmless Indemnitee" and collectively "Buyer Indemnitees"), from and against any and all Claims in favor of any person the following: All Losses arising from claims for property damage or related to: bodily injury or death to the extent caused by any negligent, willful, reckless, or otherwise tortious act or omission (including strict liability) during Seller’s, and those working by or through Seller on the Project, performance of this Agreement, including the Work, or from performing or failing to perform any of its obligations under this Agreement, or any curative action under any of the Warranties following performance, in each case, of Seller, any Contractor, any of their Affiliates, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable; All Losses that arise out of or result from the following: Except to the extent directly caused by a Buyer Event of Default to pay amounts as and when required under this Agreement, (i) Seller’s breach any Seller Lien on any of the Equipment and Materials, the Work, Project Site, or other Project Assets or any fixtures or personal property included in the Work or forming a part of the Project (whether or not such Seller Lien is valid or enforceable), and (ii) all claims for payment or compensation for Work performed hereunder, whether or not reduced to a Seller Lien, filed by any Contractors (including all Persons performing any portion of the Work; Employers' liability or workers' compensation claims filed by any employees or agents of Seller or any of its representations Contractors; All Losses arising from third-party claims, including claims by Contractors and warranties in this Agreement; (ii) Seller’s breach employees of any of its covenants in Seller and under this Agreement; (iii) subject to the provisions of Article 8, any and all duties and obligations of Sellers, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the AssetsContractors, and arising claims directly from Buyer and Buyer Indemnitees that arise out of or accruing prior to the Effective Time; result from (vii) the failure of Sellers Seller or any of its Contractors to properly comply with the terms and conditions of this Agreement, including any inaccuracy in or breach of any representation or warranty made by Seller or breach of or failure to perform any covenant of Seller in this Agreement, further including under Applicable Laws and Permits; and (ii) premises liability; All Losses that arise out of or result from the failure of Seller, any Contractor or the Work (including any Warranty Work), including the Project, as designed, constructed and completed by Seller or any Contractor, to comply with, or be capable of operating in compliance with, all Requirements, including all Applicable Laws or the conditions or provisions of all Applicable Permits; Any and all fines, penalties, or assessments issued by any Governmental Authority that Buyer may incur as a result of executing any applications at Seller's request; All Losses arising from claims by any Governmental Authority that arise out of or result from the failure of Seller to pay, as and when due, all Taxes (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority which Seller is obligated to pay when due all Taxespursuant to the terms of this Agreement; All Losses arising from claims by any Governmental Authority claiming Taxes based on gross receipts or on income of Seller, royaltiesany of its Contractors, overriding royaltiesor any of their respective agents or employees with respect to any payment made to or earned by Seller, production paymentsany of its Contractors, or any of their respective agents or employees under this Agreement; All Losses, including claims for property damage or bodily injury or death, whether or not involving damage to the Project or Project Site, that arise out of or result from: The use of Hazardous Materials by Seller or any Contractor in connection with the performance of the Work which use includes the storage, transportation, processing, or disposal of Hazardous Materials; Any Release or Threat of Release of Hazardous Materials in connection with the performance of the Work by Seller or any Contractor; or Any enforcement or compliance proceeding commenced by or in the name of any Governmental Authority because of an alleged, threatened, or actual violation of any Applicable Laws or Applicable Permits by Seller or Contractor with respect to Hazardous Materials in connection with the performance of the Work; Any vitiation, voiding, or cancelation of any Insurance policy; Claims, actions, or suits filed against Buyer or by any Contractor for additional costs incurred or for additional compensation, in each case, arising out of Contractor's performance of the Work or other participation in the Project; Claims, liens, obligations, liabilities, expenses, and working interest payments relating causes of action of whatever kind arising out of any employment decision or action made or taken by Seller or its Contractors with respect to the Assets its or their employees; Any fraud, gross negligence, intentional misrepresentation or willful misconduct by Seller, including its Affiliates and attributable to periods prior to the Effective TimeContractors, in connection with this Agreement; and (vii) and In each case under this Agreement, including this Section 15.1 and Section15.2 below, actual attorneys' fees and expenses incurred by any liability or obligation relating to any pending lawsuitsBuyer Indemnitees. WITH RESPECT TO CLAIMS AGAINST BUYER BY SELLER'S EMPLOYEES, arbitrations or similar proceedings; REGARDLESS OF WHETHER SELLER UNDERSTANDS AND AGREES THAT THE INDEMNIFICATION OBLIGATION HEREIN SHALL NOT BE LIMITED IN ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLEWAY BY THESE PROVISIONS, IN WHOLE OR IN PARTAND SELLER EXPRESSLY WAIVES ITS IMMUNITY AS A COMPLYING EMPLOYER UNDER ANY APPLICABLE WORKERS' COMPENSATION LAW, BUT ONLY TO THE STRICT LIABILITY EXTENT THAT SUCH IMMUNITY WOULD BAR OR NEGLIGENCE AFFECT RECOVERY UNDER OR ENFORCEMENT OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi)THIS INDEMNIFICATION OBLIGATION.

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this Agreement; (ii) Seller’s breach of any of its covenants in and under this Agreement; (iii) subject to the provisions of Article 88 and Section 16.2.2, any and all duties and obligations of SellersSeller, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 88 and Section 16.2.2, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) subject to the provisions of Article 8 and Section 16.2.2, any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, to royalty and accounting Claimsclaims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers Seller, in its capacity, if any, as operator of the Assets, to properly pay when due all Taxes, royalties, overriding royalties, production payments, and and, whether as operator or non- operator of the Assets, its own working interest payments as billed to it by the operator, in each case relating to the Assets and attributable to periods prior to the Effective Time; (vii) any Claims arising directly or indirectly from the Retained Assets; and (viiviii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; proceedings as to which Seller is a party, REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi16.4(I), (III), (IV) AND (V) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE NINE (19) YEAR MONTHS FOLLOWING THE CLOSING DATE, EXCEPT THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER FOR BREACH OF SECTIONS 5.1, 5.2,AND 5.6 AND 5.14. (THE “FUNDAMENTAL REPRESENTATIONS”), UNDER SECTIONS 16.4(II), (VI), (VII) AND (VIII), AND FOR TAXES THAT ARE THE RESPONSIBILITY OF SELLER UNDER ARTICLE 12, SHALL SURVIVE INDEFINITELY. THEREAFTER, SUBJECT TO THE PRECEDING SENTENCE, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i16.4(I), (III), (IV) THROUGH and (viV).

Seller’s General Indemnity. Seller Each Seller, jointly and severally, shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims and Losses in favor of any person arising from Person arising, directly or indirectly, from, or related or incident to: (i) each Seller’s breach of any of its representations and warranties in this AgreementAgreement or its certificate delivered pursuant to Section 10.5.1; (ii) each Seller’s breach of any of its covenants in and under this AgreementAgreement or its certificate delivered pursuant to Section 10.5.1; (iii) subject to the provisions of Article 8, any and all duties and obligations of Sellers, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person Person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time; (vii) breaches of maintenance of uniform interest and other provisions under applicable Contracts arising from, or relating to, the retention by Sellers of any Asset pursuant to Section 7.4.3, (viii) the items included within clause (a) of the Retained Obligations; and (viiix) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENTthe items included within clauses (b) through (e) of the Retained Obligations definition, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S SELLERS’ OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi16.4(iii) THROUGH 16.4(viii) ABOVE SHALL SHALL, SUBJECT TO SECTION 20.2, APPLY ONLY FOR A PERIOD OF ONE TWO (12) YEAR YEARS FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i16.4(iii) THROUGH (vi16.4(viii).

Seller’s General Indemnity. Seller shallSubject to the limitations provided for in this Article X, upon ClosingSellers shall indemnify, reimburse, defend, indemnify, release and hold harmless Buyer, its parent company, Affiliates, and subsidiaries and their respective partners, members, Affiliates, directors, shareholders, officers, employees, agents, attorneys, representatives, contractors, and subcontractors (collectively, "Buyer Group harmless Indemnitees") from and against any and all Claims in favor liabilities, claims, losses, strict liability claims, demands, lawsuits, judgments, orders, fines, penalties, damages, expenses (including but not limited to reasonable attorneys' fees and consultant fees), costs, and causes of any person action (collectively, "Liabilities/Claims," singularly, "Liability/Claim") arising from or related relating to: (ia) Seller’s any breach of any of its representations Sellers' express representations, warranties, covenants, and warranties agreements contained in this the Agreement; (iib) Seller’s breach the ownership or operation of any the Splitter Assets prior to the Effective Time, but expressly excluding: (1) matters which are the subject of its covenants in and Sellers' indemnity obligations under this AgreementSections 10.02, 10.03, or 10.04 (it being agreed that Sellers' indemnity obligations with regard to such matters are addressed under such Sections); (iii2) subject any Liabilities/Claims arising from or relating to the provisions of Article 8, any and all duties and obligations of Sellers, express ownership or implied with respect to the Assets, or the use, ownership, operation or disposition of the Splitter Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before after the Effective Time; (v3) any other Liabilities/Claims arising directly from an allegation that all or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any part of the AssetsSplitter Assets were in a defective condition at or prior to the Effective Time if the injury or damage occurred after the Effective Time; provided, and arising that the Parties agree that if the injury or accruing damage occurred prior to the Effective Time; (vi, Sellers' indemnity obligation under Section 10.01(b) the failure of Sellers to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Timeshall apply; and (vii4) any Environmental Liabilities/Claims (other than those covered by Sections 10.01(a) or 10.02), whether the same arose or existed before or after the Effective Time, it being agreed that any such Environmental Liabilities/Claims are hereby expressly assumed by Buyer hereunder and that such assumption was taken into account in reaching agreement on the Purchase Price; or (c) any liability or obligation relating from or related to any pending lawsuits, arbitrations mechanics' or materialmens' or similar proceedings; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLEliens for labor, IN WHOLE OR IN PARTmaterials, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi)or services provided by third Persons or any of Sellers' Affiliates prior to the Effective Time with respect to the Splitter Assets.

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group harmless from and against any and all Claims in favor of any person Person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this Agreement; (ii) subject to the provisions of Article 7 and Section 13.2.2, Seller’s breach of any of its covenants in and under this Agreement; (iii) subject to the provisions of Article 87, Section 13.2.2 and Section 13.3(iii), any and all duties and obligations of SellersSeller, express or implied implied, with respect to the Assets, Assets or the use, ownership, operation or disposition of the Assets arising before (or otherwise and to the extent attributable to periods, or to actions, occurrences or operations conducted prior to) periods before the Effective Time under any theory of liability, including, without limitation, by virtue of the LeasesLeases and, Easementsto the extent included in the Assets, Easements and Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 87, Section 13.2.2 and Section 13.3(iii), any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising to the extent attributable to the period before the Effective Time; (v) subject to the provisions of Article 7, Section 13.2.2 and Section 13.3(iii), any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and to accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the extent attributable to the period before the Effective Time; (vi) subject to the provisions of Section 13.3(iii), the failure of Sellers Seller to properly pay when due all Taxesany Operating Expenses, royalties, overriding royalties, production including without limitation its own working interest payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective TimeTime with respect to the ownership or operation of the Assets; and (vii) any liability Claims arising directly or obligation relating to any pending lawsuits, arbitrations or similar proceedings; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi).indirectly from the Excluded Obligations;

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this Agreement; (ii) Seller’s breach of any of its covenants in and under this Agreement; (iii) subject to the provisions of Article 8, any and all duties and obligations of Sellers, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time; and (vii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; THE PROVISIONS OF SECTION 16.4 ABOVE SHALL APPLY REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO ‘1’0 INDEMNIFY BUYER PURSUANT ‘TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE TWO (12) YEAR YEARS FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi).

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this Agreement, excluding, any Claims relating to (i) title or (ii) environmental matters which have been remedied pursuant to ARTICLE 8; (ii) Seller’s breach of any of its covenants in and under this Agreement; (iii) subject to the provisions of Article 8except as otherwise provided in this Agreement, any and all duties and obligations of SellersSeller, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) except as otherwise provided in this Agreement, any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers Seller to properly pay when due all Taxestaxes, royalties, overriding royalties, production payments, and working interest payments payments, relating to the Assets and attributable to periods prior to the Effective Time, other than amounts included in Suspense Accounts; and (vii) any liability or obligation relating claims related to any pending lawsuits, arbitrations or similar proceedings; an environmental matter arising prior to the Effective Date not known by Buyer prior to the end of the Due Diligence Period. REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT JOINT, CONCURRENT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUPSOLE; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi16.4(i) THROUGH (vii) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE SIX (16) YEAR MONTHS FOLLOWING THE CLOSING DATE. , AND THEREAFTER, BUYER SHALL, PURSUANT TO SECTION SECTIONS 16.1 AND 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, ILLNESS, BODILY INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vivii).

Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to: (i) Seller’s breach of any of its representations and warranties in this Agreement; (ii) Seller’s breach of any of its covenants in and under this Agreement; (iii) subject to the provisions of Article 88 and Section 16.2.2, any and all duties and obligations of SellersSeller, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) subject to the provisions of Article 88 and Section 16.2.2, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) subject to the provisions of Article 8 and Section 16.2.2, any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, to royalty and accounting Claimsclaims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Sellers Seller, in its capacity, if any, as operator of the Assets, to properly pay when due all Taxes, royalties, overriding royalties, production payments, and and, whether as operator or non-operator of the Assets, its own working interest payments as billed to it by the operator, in each case relating to the Assets and attributable to periods prior to the Effective Time; (vii) any Claims arising directly or indirectly from the Retained Assets; and (viiviii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vi).proceedings as to which Seller is a party,