Common use of Seller’s Indemnity Obligation Clause in Contracts

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI and otherwise herein, Seller and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to: (a) any breach by Seller of Seller’s representations and warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii); (b) any breach by Seller of Seller’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii); (c) any and all Seller Taxes; (d) the Excluded Assets; and (e) the Retained Liabilities, provided that Seller shall have no obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior to the expiration of the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunder.

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI 3.3 and otherwise herein, Seller and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to: (a) any breach by Seller of Seller’s representations and representations, warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii); (b) any breach by Seller of Seller’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iiiAgreement; (b) all claims and litigation disclosed on Schedule 3.1(e); ; (c) any and all Seller Taxes; ; (d) any and all obligations to pay royalties, overriding royalties, and similar burdens on production in respect of the Excluded AssetsProperties (or production of Hydrocarbons therefrom) attributable to periods prior to the Effective Time; and (e) any and all obligations owed to current or former employees of Seller (or its affiliates) relating to the Retained employment of such individuals by Seller (or its affiliates) or the termination of employment of such individuals by Seller (or its affiliates); (f) except to the extent constituting Environmental Liabilities, provided claims for personal injury, death or property damage arising out of the ownership or operation of the Properties prior to the Effective Time; and (g) except to the extent constituting Environmental Liabilities, obligations of Seller (or its affiliates) to pay ordinary costs and expenses payable to vendors and contractors or in respect of joint interest xxxxxxxx attributable to the ownership or operation of the Properties prior to the Effective Time; provided, that claims for indemnification under this clause (g) must be asserted by Buyer in accordance with Section 10.4 below no later than six (6) months after the Final Settlement Date and any such obligations that are not asserted within such six (6) month period shall be included in the definition of Assumed Liabilities unless Buyer is entitled to indemnification with respect thereto under a different clause of this Section 10.2; provided, however, that (i) Seller’s indemnification obligations (A) under Section 10.2(a) with respect to any breach of representation or warranty shall only survive Closing for the applicable Survival Period, (B) under Section 10.2(a) with respect to any covenant shall only survive Closing until the earlier of the performance of such covenant or twelve (12) months after the time for performance of such covenant, (C) under Sections 10.2 (b), 10.2(c), and 10.2(e) shall survive Closing indefinitely, (D) under Sections 10.2(d) and 10.2(f) shall only survive Closing until the fourth (4 ) anniversary of the Closing Date, and (E) under Section 10.2(g) shall only survive Closing in accordance with the time period set forth in Section 10.2(g), after which time period set forth in each of clauses (A) through (E) above, such indemnifications granted by Seller hereunder shall terminate and expire except with respect to any claim made for indemnification pursuant to Section 10.4 prior to the expiration of such applicable time period, and (ii) in no event shall Seller have no any obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior matters to the expiration of extent accounted for in the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunderPreliminary Settlement Statement or the Final Settlement Statement.

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI 4.3 and otherwise herein, each Party Seller and its successors and assigns shall shall, severally and not jointly, be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliatesAffiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates Affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to: (a) any breach by Party Seller of such Party Seller’s representations and representations, warranties or covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii)Agreement; (b) any breach by Seller of Seller’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iiiall claims and litigation disclosed on Schedule 4.1(e); (c) any and all Seller Taxes; (d) the Retained Liabilities other than with respect to (i) the Excluded AssetsAssets or (ii) Retained Properties that were excluded from this Agreement pursuant to either Section 8.1(f) or Section 8.2(f); and (e) any operation of those Properties operated by Seller between the Retained LiabilitiesExecution Date and the Closing Date in a manner which constitutes gross negligence or willful misconduct; provided, provided that in no event shall any Party Seller shall have no any obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior matters to the expiration of extent accounted for in the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunderPreliminary Settlement Statement or the Final Settlement Statement.

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.33.3 (Survival of Representations, Warranties, Covenants and Agreements), this Article XI ARTICLE X and otherwise herein, Seller each Seller, jointly and its severally, and their respective successors and assigns assigns, shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS HARMLESS, subject to the procedures under Section 10.6, Buyer and its affiliatesAffiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates Affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives other Representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to: (a) any breach by any Seller of Seller’s Sellers’ representations and or warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii)Agreement; (b) any breach by any Seller or Sellers’ Representative of SellerSellers’ or Sellers’ Representative’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii);Agreement; or (c) any and all Seller Taxes; (d) the Excluded Assets; and (e) the Retained Liabilities; provided, provided however, that Seller in no event shall Sellers have no any obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior matters to the expiration of extent already accounted for in the applicable survival period Preliminary Settlement Statement or the Final Settlement Statement as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereundera downward adjustment to the Cash Consideration.

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the ClosingClosing Date, and subject to the limitations specifically set forth in Section 4.3, this Article XI and otherwise herein4.4, Seller hereby agrees to defend, indemnify and hold Buyer Group (including, from and after the Closing, the Company and its successors and assigns shall be responsible formanagers, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests)officers, directors, officersagents, managersrepresentatives, consultants and employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) harmless from and against any and all Liabilities Claims arising out of, resulting from, based on, associated with, from or relating to: (a) any breach by Seller of Seller’s representations and warranties representations, warranties, covenants or agreements set forth in this Agreement (excluding Claims relating to Environmental Conditions or other environmental matters and without regard to any Dollar or materiality qualifiers in the certificate delivered at Closing pursuant to Section 9.2(b)(iiiSeller’s representations and warranties (except for its representations and warranties under Sections 6.11(a) and 6.21)); (b) any breach by Seller the Excluded Assets, the Other Assets and Businesses, or the ownership or operation of Seller’s covenants set forth in this Agreement the Excluded Assets or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii)Other Assets and Businesses; (c) any and all Seller Taxesthe Legal Proceedings set forth on Schedule 6.4, if any; (d) fees, commissions or other remuneration of brokers or finders acting on behalf of Seller or its Affiliates in connection with the Excluded Assetstransactions contemplated by this Agreement; (e) all Taxes that relate to or result from the income, property, status or operations of the Company or the Assets that are attributable or allocable to periods prior to the Closing Date, or are imposed on Seller in respect of the sale of the Interests pursuant to this Agreement; provided, however, in respect of Taxes imposed upon or asserted against the Company for any taxable period that includes, but does not end with, the Closing Date, attribution or allocation of such Taxes to those subject to this Section 4.2(e) shall be made pursuant to an interim closing of the books of the Company which shall have the effect of (i) allocating or attributing Taxes that are based on or vary with the level of activity or income, receipts etc. (such as income, gross receipts, franchise or profits Taxes) to the periods in which the activities or other measure affecting the tax base take place or are realized, and (ii) allocating or attributing Taxes assessed on a periodic basis (such as ad valorem Taxes) on a daily basis; and (ef) third party claims as a result of personal injury, death, property damage or destruction attributable to acts or omissions of the Retained LiabilitiesCompany, provided that any Subsidiary of the Company, any officer, director, agent, representative, consultant or employee of the Company or any Subsidiary of the Company, or any member of the Seller Group, and relating to the ownership or operation of the Assets prior to the Closing Date (excluding Claims relating to Environmental Conditions or other environmental matters). In no event shall Seller have no any obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior matters to the expiration extent included in the computation of the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunderPreliminary Settlement Statement or the Final Settlement Statement.

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the ClosingSeller shall, subject to the procedures and limitations set forth in Section 4.3below, this Article XI fully protect, indemnify and otherwise hereindefend Buyer, Seller its officers, agents, employees and its successors and assigns shall be responsible for, shall payAffiliates, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) hold them harmless from and against any and all Liabilities Claims, excluding Environmental Claims (other than as set forth in Article 4), relating to, arising out of, resulting fromor connected, based ondirectly or indirectly, associated with, or relating to: with (a) any breach by Seller of Seller’s any of its express representations and or warranties set forth contained in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii); Agreement, (b) any breach default in the performance by Seller of Seller’s any of its covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii); herein, (c) any and all Seller Taxes; the matters identified in Exhibit H, (d) all wages and salaries, and all employee benefits to which the Excluded Assets; and Field Employees may be entitled, whether or not such employees are hired by Buyer, as a result of their employment by Seller, the termination of their employment by Seller, the consummation of the transactions contemplated hereby or pursuant to any applicable Law, and (e) Seller's ownership or operation of the Retained LiabilitiesProperties, or any part thereof, pertaining to the period of time prior to the Closing Date; including without limitation, Claims relating to (i) injury or death of any person or persons whomsoever, (ii) damages to or loss of any property or resources, (iii) common law causes of action such as negligence, gross negligence, strict liability, nuisance or trespass, or (iv) fault imposed by applicable Law or otherwise. The indemnity obligation and release provided that herein shall apply regardless of cause or of any negligent acts or omissions of Buyer, its officers, agents, employees and Affiliates. Notwithstanding anything contained herein to the contrary, Seller shall have no obligation under this Agreement or otherwise to provide indemnification for Liabilities arising protect, indemnify, defend and hold harmless Buyer, its officers, agents, employees and Affiliates from any Retained Liability and against Claims for which Buyer has not provided Seller with written notice to Seller prior to within 6 months after the expiration of the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunderClosing Date.

Seller’s Indemnity Obligation. If Provided Buyer furnishes Seller with a Claim Notice (defined in Subsection 10.5(a)) within the Closing shall occurSurvival Period (if any) or the applicable statutory period of limitations, then effective from whichever is shorter, and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI and otherwise hereinSubsection 10.5(a), Seller will release and will protect, defend, indemnify, reimburse, and hold harmless Buyer and Buyer’s and its successors Affiliates and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all each of its and their respective equity holdersdirectors, members, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directorsmanagers, officers, managersagents, employeesrepresentatives, agents and representatives employees (collectively, the “Buyer Indemnified Parties”) from for, from, and against any and all Liabilities arising out ofLoss or Action incurred, resulting from, based on, associated withsuffered, or relating to: brought against any of the Buyer Indemnified Parties to the extent that such Loss or Action arises from or in connection with (a) any breach or default by Seller of Seller’s representations and warranties set forth any representation or warranty made by Seller in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii); Agreement, (b) any breach or default by Seller of Seller’s covenants set forth any covenant or agreement made and/or assumed by Seller in this Agreement or in the certificate delivered at Closing (including any agreements pursuant to Section 9.2(b)(iii3.4 (Taxes); ), (c) any and all Seller Taxes; Retained Liabilities, or (d) any Excluded Properties, in each instance described in (a) through (d) regardless of (excepting the Excluded Assets; and (egross negligence or willful misconduct of Buyer Indemnified Parties) the Retained Liabilitiesnegligence, provided that strict liability (including strict liability arising under environmental laws) or other fault or responsibility of Buyer, any other Buyer Indemnified Party, Seller shall have no obligation to provide indemnification for Liabilities arising from or any Retained Liability for which Buyer has not provided written notice to Seller prior to the expiration of the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunderother Person.

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI 3.3 and otherwise herein, Seller and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to: (a) any breach by Seller of Seller’s representations and representations, warranties or covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii)Agreement; (b) any breach by Seller of Seller’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iiiall claims and litigation disclosed on Schedule 3.1(e); (c) any and all Seller Taxes; (d) any and all obligations to pay royalties, overriding royalties, and similar burdens on production in respect of the Excluded AssetsProperties (or production of Hydrocarbons therefrom) attributable to periods prior to the Effective Time; (e) any and all obligations owed to current or former employees of Seller (or its affiliates) relating to the employment of such individuals by Seller (or its affiliates) or the termination of employment of such individuals by Seller (or its affiliates); (f) except to the extent constituting Environmental Liabilities, claims for personal injury, death or property damage arising out of the ownership or operation of the Properties prior to the Effective Time; and (eg) except to the Retained extent constituting Environmental Liabilities, provided obligations of Seller (or its affiliates) to pay ordinary costs and expenses payable to vendors and contractors or in respect of joint interest xxxxxxxx attributable to the ownership or operation of the Properties prior to the Effective Time; provided, that claims for indemnification under this clause (g) must be asserted by Buyer in accordance with Section 10.4 below no later than six (6) months after the Final Settlement Date and any such obligations that are not asserted within such six (6) month period shall be included in the definition of Assumed Liabilities unless Buyer is entitled to indemnification with respect thereto under a different clause of this Section 10.2; provided, however, that (i) Seller’s indemnification obligations (A) under Section 10.2(a) with respect to any breach of representation or warranty shall only survive Closing for the applicable Survival Period, (B) under Section 10.2(a) with respect to any covenant shall only survive Closing until the earlier of the performance of such covenant or twelve (12) months after the time for performance of such covenant, (C) under Sections 10.2(b), 10.2(c), and 10.2(e) shall survive Closing indefinitely, (D) under Sections 10.2(d) and 10.2(f) shall only survive Closing until the fourth (4th) anniversary of the Closing Date, and (E) under Section 10.2(g) shall only survive Closing in accordance with the time period set forth in Section 10.2(g), after which time period set forth in each of clauses (A) through (E) above, such indemnifications granted by Seller hereunder shall terminate and expire except with respect to any claim made for indemnification pursuant to Section 10.4 prior to the expiration of such applicable time period, and (ii) in no event shall Seller have no any obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior matters to the expiration of extent accounted for in the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunderPreliminary Settlement Statement or the Final Settlement Statement.

Seller’s Indemnity Obligation. (a) If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.33.4 (Survival of Representations, Warranties, Covenants and Agreements), this Article XI ARTICLE X and otherwise herein, Seller each Seller, and its respective successors and assigns assigns, shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS HARMLESS, subject to the procedures under Section 10.4, Buyer and its affiliatesAffiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates Affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives other Representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to: (a) to any breach by such Seller of such Seller’s representations and warranties set forth in Section 3.1; provided, however, that in no event shall Sellers have any obligation to provide indemnification for any matters under this Agreement or Section 10.2(a) to the extent already accounted for in the certificate delivered at Closing pursuant Preliminary Settlement Statement or the Final Settlement Statement as a downward adjustment to the Cash Consideration or to the extent that Buyer was indemnified under ARTICLE VI or for Excluded Taxes; provided further that if Buyer satisfies any indemnifiable Liability under this Section 9.2(b)(iii);10.2(a) from the Holdback Amount, then the Seller that made the representation or warranty underlying such Liability shall reimburse the other Sellers for the total amount of such Liability, which reimbursement will be distributed to the other Sellers based on each other Seller’s Pro Rata Portion of such reimbursement. Notwithstanding anything in the foregoing proviso to the contrary, the foregoing proviso is intended only to define the relative rights of the Sellers, and nothing set forth in the foregoing proviso is intended to or shall impair any obligations of the Sellers, jointly and severally, to indemnify Buyer in accordance with, and subject to, this Article X. (b) If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 3.4 (Survival of Representations, Warranties, Covenants and Agreements), this ARTICLE X and otherwise herein, Sellers jointly and severally (except for purposes of Section 10.2(b)(i), which shall be severally and not jointly) (subject to Section 10.9(a)), and their respective successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS, subject to the procedures under Section 10.4, the Buyer Indemnified Parties from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to: (i) any breach by any Seller of Seller’s covenants Sellers’ representations and warranties set forth in this Agreement or (other than those described in the certificate delivered at Closing pursuant to Section 9.2(b)(iii10.2(a)); (cii) any and all breach by the Company, any Seller Taxesor Sellers’ Representative of the covenants of any member of the Company Group, any Seller or Sellers’ Representative set forth in this Agreement; (diii) Actions or other Third-Party Claims commenced prior to the Excluded Assetsdate which is 12 months from the Closing Date arising from the Specified Liabilities that are less than an amount equal to the Indemnity Cap; and (eiv) Actions or other Third-Party Claims arising from the Retained Transaction Liabilities; provided, provided however, that Seller in no event shall Sellers have no any obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior matters under this Section 10.2(b) to the expiration extent already accounted for in the Preliminary Settlement Statement or the Final Settlement Statement as a downward adjustment to the Cash Consideration or to the extent that Buyer was indemnified under ARTICLE VI or for Excluded Taxes; provided further that to the extent that any Seller shall be required to indemnify Buyer for any Liabilities in excess of its Pro Rata Portion of such Liabilities, then such Seller shall be reimbursed by each other Seller for such other Seller’s Pro Rata Portion of such Liabilities. Notwithstanding anything in the foregoing proviso to the contrary, the foregoing proviso is intended only to define the relative rights of the applicable survival period as Sellers, and nothing set forth in Section 4.3(e)the foregoing proviso is intended to or shall impair any obligations of the Sellers, after which time such Retained Liability shall become an Assumed Liability for all purposes hereunder.jointly and severally, to indemnify Buyer in accordance with, and subject to, this Article X.

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI 3.3 and otherwise herein, Seller and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to:to (without duplication): (a) any breach by Seller of Seller’s representations and representations, warranties or covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii)Agreement; (b) any breach by Seller of Seller’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iiiExcluded Assets; (c) all claims and litigation disclosed on Schedule 3.1(e); (cd) any and all Seller Taxes; (d) the Excluded Assets; and (e) Seller’s failure to properly or timely pay any royalties with respect to the Retained Liabilitiesproduction, provided prior to the Effective Time, of Hydrocarbons from the Properties with respect to which Seller is the operator; provided, that in no event shall Seller shall have no any obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior matters to the expiration of extent accounted for in the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunderPreliminary Settlement Statement or the Final Settlement Statement.

Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject (i) Subject to the terms, conditions and limitations set forth in Section 4.3, this Article XI and otherwise contained herein, Seller each Seller, severally and not jointly, agrees to indemnify the Buyer and its Affiliates and their respective stockholders, Subsidiaries, officers, directors, employees, agents, partners, representatives, successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified PartiesIndemnitees”) and to hold them harmless from and against any loss, deficiency, damage or expense (including, without limitation, reasonable legal expenses and all Liabilities arising out ofcosts actually incurred, resulting frominterest and penalties) (any “Loss”), based onwhich any Buyer Indemnitee may suffer, associated with, sustain or relating become subject to: (aA) any as a result of or relating to the breach by such Seller or the Company of Seller’s representations any representation or warranty made by such Seller or the Company in this Agreement; (B) as a result of or relating to the breach by such Seller or the Company of any covenant or other agreement made by such Seller or the Company in this Agreement; (C) as a result of or attributable to Taxes payable by the Sellers pursuant to Section 7.8; (D) as a result of or attributable to the matters listed on Schedule 4.7 or (E) during the eighteen (18) month period following the Closing as a result of or attributable to any Claims made prior to or after the Closing against any of the Proprietary Rights of the Company existing as of the Closing. (ii) With respect to each indemnification payment required to be made by the Sellers pursuant to this Section 8.2 (and warranties subject to the limitations and conditions set forth in this Agreement Sections 8.2(d) and (e)): (A) Each Seller shall be liable for (I) the entire indemnification payment, to the extent attributable solely to such Seller's own breach, or (II) such Seller's Pro Rata Percentage of the amount of such indemnification payment, to the extent not attributable to any particular Seller's breach (in each case, the certificate delivered at Closing “Indemnity Amount”). (B) During the period the Escrow Amount is held in escrow pursuant to Section 9.2(b)(iii); (b) any breach by Seller the terms of Seller’s covenants set forth in this Agreement or in the certificate delivered at Closing Escrow Agreement, the Buyer shall seek payment first out of the Escrow Amount pursuant to Section 9.2(b)(iii); (c) the Escrow Agreement and, if the amount held in escrow on behalf of any and all particular Seller Taxes; (d) has been reduced to zero, the Excluded Assets; and (e) the Retained Liabilities, provided that Seller Buyer shall have no obligation be entitled to provide indemnification for Liabilities arising seek payment directly from any Retained Liability for which Buyer has not provided written notice to Seller prior to the expiration of the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunderSeller.