EXHIBIT 99.2
INDEMNIFICATION AND CONTRIBUTION AGREEMENT
THIS INDEMNIFICATION AND CONTRIBUTION AGREEMENT (the "Agreement"), dated
as of September 15, 1995, by and between Xxxxxx Oil Corporation, a Delaware
corporation ("Purchaser") and Baralonco Exploration, Inc., a Delaware
corporation ("Seller").
WHEREAS, Seller is a party to the Stock Purchase Agreement dated as of
June 30, 1994 between Purchaser, DelMar Petroleum, Inc., a Delaware
corporation ("DPI"), and certain stockholders of DPI (the "Stock Purchase
Agreement"), pursuant to which Purchaser is obligated to purchase from Seller
shares of common stock and warrants to purchase common stock of DPI;
WHEREAS, Purchaser intends to purchase such common stock and warrants to
purchase common stock of DPI with shares of common stock, par value $.01 per
share, of Purchaser (the "Shares"); and
WHEREAS, the Stock Purchase Agreement provides for registration rights
in respect of the Shares to be issued to Seller.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Indemnification by Purchaser. (a) Purchaser hereby
indemnifies and agrees to hold harmless Seller, its directors and officers,
and each person, if any, who controls the Seller within the meaning of the
Securities Act of 1933, as amended, (the "Act") against any losses, claims,
damages, liabilities and expenses, joint or several, to which such person may
be subject under the Act or otherwise and so far as such losses, claims,
damages, liabilities or expenses (or actions or proceedings in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which the Shares are registered under the Act, any preliminary
prospectus or final prospectus included therein, or any amendment or
supplement thereto, or any document incorporated by reference therein, or (ii)
any omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not misleading,
and Purchaser will reimburse each such person for any legal or any other
expenses reasonably incurred by such person in connection with investigating
or defending any such loss, claim, liability, action or proceeding; provided
that Purchaser shall not be liable in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon any untrue statement or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished by such person to Purchaser. This
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of Purchaser or any such director, officer
or controlling person and shall survive the transfer of the Shares by the
Seller.
(b) Purchaser hereby indemnifies and agrees to hold harmless Seller, its
directors and officers, each person, if any, who controls Seller within the
meaning of the Act or any other federal or state law or regulation of a
governmental authority, against any losses, claims, damages, liabilities and
expenses, joint and several, to which that person may be subject under any
federal or state law or regulation of governmental authority, other than the
Act, to the extent set forth in Subsection 1(a) hereof.
Section 2. Indemnification by Seller. (a) Seller hereby indemnifies
and agrees to hold harmless (in the same manner and to the same extent as set
forth in Section 1 hereof) Purchaser, each director of Purchaser, each officer
of Purchaser who shall sign such registration statement, and each person, if
any, who controls Purchaser within the meaning of the Act, with respect to any
statement in or omission from such registration statement, any preliminary
prospectus or final prospectus included therein, or any amendment or
supplement thereto, if such statement or omission was made in reliance upon
and in conformity with written information furnished by it to Purchaser. This
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of Purchaser or any such director, officer
or controlling person and shall survive the transfer of the Shares by Seller.
(b) Seller hereby indemnifies and agrees to hold harmless (in the same
manner and the same extent as set forth in Subsection 1(b) hereof) Purchaser,
each director of Purchaser, each officer of Purchaser who shall sign the
registration statement, and each person, if any, who controls the Purchaser
within the meaning of the Act or any other federal or state law or regulation
of governmental authority, against any losses, claims, damages, liabilities,
and expenses, joint or several, to which such person may be subject under any
federal or state law or regulation of governmental authority, other than the
Act, to the extent set forth in Subsection 2(a) hereof.
Section 3. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for
as set forth in this Agreement is for any reason held to be unenforceable by
the indemnified parties, although applicable in accordance with its terms, the
Purchaser and the Seller shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by this
Agreement incurred by the Purchaser and the Seller, as incurred, as between
the Purchaser on the one hand and the Seller on the other, in such proportion
as is appropriate to reflect the relative fault of the Purchaser on the one
hand and of the Seller on the other in connection with the statements or
omissions which result in such losses, liabilities, claims, damages or
expenses, as well as any other relative equitable considerations. The
relative fault of the Purchaser on the one hand and of the Seller on the other
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state material fact relates to information supplied by the
Purchaser or by the Seller.
Section 4. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given when received by a party at the
address set forth opposite the name of such party on the signature pages
hereto.
Section 5. Exclusive Agreement. This Agreement supersedes all prior
agreements between the parties (written or oral) with respect to the subject
matter hereof and is intended as a complete and exclusive statement of the
terms of the agreement between the parties with respect to the subject matter
hereof.
Section 6. Choice of Law; Amendment; Headings. This agreement shall be
governed by Texas law. This agreement may not be changed or amended orally.
The headings contained in this agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this agreement.
Section 7. Assignments. No party hereto shall assign this Agreement or
any part hereof without the prior written consent of the other party except
that the Purchaser may assign any or all of its rights hereunder to any
subsidiary of the Purchaser, provided that no assignment by Purchaser shall
release the Purchaser from any obligation under this Agreement. Except as
otherwise provided herein, this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
Section 8. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute but one in the same Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
XXXXXX OIL CORPORATION ADDRESS:
000 Xxxx Xxxxxx
Xxxxx 0000
By: Xxxx Xxxxx, Xxxxx 00000
Name: Attn: Xxxxx X. Xxxxxxxx
Title: Fax (000) 000-0000
BARALONCO EXPLORATION, INC. ADDRESS:
000 Xxxxxxxxxxxx Xxx., X.X.
Xxxxx 000
By: Xxxxxxxxxx, X.X. 00000
Name: Attn: Xxxxxx X. Xxxxxxxx
Title: Fax (000) 000-0000
