Common use of Assumption and Indemnification Clause in Contracts

Assumption and Indemnification. Except as provided in Section 18(b) below with respect to the JW Litigation (below defined), and except for matters which would constitute (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(c) above), and (b) to indemnify and hold Seller (and the respective affiliates of the parties constituting Seller, and the respective directors, officers, employees, attorneys, contractors and agents of such affiliates and such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to either (A) the ownership and/or operation of the Properties after the Effective Date or (B) a breach of Buyer's express representations and warranties set forth in Section 5 above. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that such duties, obligations and liabilities arising out or otherwise relating to the ownership and/or operation of the Properties after the Effective Date (other than matters which should have been disclosed under Section 4(a)(vii) above, but were not) shall (notwithstanding anything herein appearing to be to the contrary) be deemed to include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, ▇▇▇▇▇ located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable environmental laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. Seller shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance shall be deemed to have agreed) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to either (A) the ownership and/or operation of the Properties prior to the Effective Date, except to the extent the same arise out of the condition of the Properties (such matters having been provided for above), and except to the extent the same arise out of any matter disclosed on the Disclosure Schedule (other than the litigation for which Seller retains responsibility under Section 18(b) below, which is covered by such Section 18(b)), or out of any matter made the subject of an Asserted Defect pursuant to Section 7 above or (B) a breach of Seller's express representations and warranties set forth in Section 4(a) above. In the event of any conflict which may appear to exist between this Section and Section 12 above, this Section shall control. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Assumption and Indemnification. Except as provided in Section 18(b(a) below with respect Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the JW Litigation (below definedConveyance shall be deemed to have agreed), and except for matters which would constitute (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(c1(d) above), and (b) to indemnify and hold Seller (and the respective affiliates of the parties constituting each Seller, its parent and the respective subsidiary companies and other affiliates, and its and their directors, officers, employees, attorneys, contractors employees and agents of such affiliates and such parties) harmless from and against any and all claims, actions, causes of action, liabilities, losses, damages, losses, costs or expenses (including, without limitation, including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to either (A) the ownership and/or operation of the Properties after the Effective Date or (B) a breach of Buyer's express representations and warranties set forth in Section 5 aboveDate. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that such duties, obligations and liabilities matters arising out of or otherwise relating to the ownership and/or operation of the Properties after the Effective Date (other than matters which should have been disclosed under Section 4(a)(vii) above, but were not) shall (notwithstanding anything herein appearing to be to the contrary) be deemed to include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, ▇▇▇▇▇ located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable environmental laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or when the events giving occurred which give rise to such condition arose (and regardless of whether any Seller, its officers, employees, agents or occurred before other representatives, were wholly or after the Effective Datepartially negligent or otherwise, at fault), and the above provided for assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such mattersmatters so arising out of such condition. Seller shallBuyer also assumes, on the date of Closingand agrees to timely pay and perform, agree (and, upon the delivery to Buyer of the Conveyance shall be deemed to have agreed) and to indemnify Sellers with respect to, all obligations and liabilities with respect to any sales and/or use tax that may be applicable to the transaction contemplated by this Agreement. This indemnifications contained in this Section 14 expressly includes any claims that arise as a result of strict liability. (b) Subject to the terms and conditions of this Section 14, Sellers shall severally (and not jointly and severally) indemnify, defend, and hold harmless Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claimscosts, actionsexpenses or other liabilities asserted against, causes of actionresulting to, liabilitiesimposed upon, damagesor incurred by Buyer, lossesdirectly or indirectly, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out by reason of or otherwise relating resulting from any proceeding initiated by a person or entity other than Buyer or any affiliate of Buyer (a "Third Party") against Buyer or with respect to either (A) the ownership and/or operation Properties as a result of a condition existing on the Oil and Gas Properties as of the Properties Closing which constitutes a violation of existing Applicable Environmental Laws (an "Environmental Claim"), with respect to which Buyer has given written notice to Sellers prior to 5 p.m. Mountain Time on April 15, 2001, except for Environmental Claims for which Purchase Price adjustments under Section 8 hereof have been made or which were asserted prior to the Effective Defect Date, except and as further set forth in this section. Buyer covenants and agrees that neither Buyer nor any affiliate of Buyer will disclose or otherwise reveal to the extent the same arise out of the condition of the Properties (such matters having been provided for above), and except any Third Party any facts or other information concerning or relating to the extent the same arise out of any matter disclosed on the Disclosure Schedule (other than the litigation for which Seller retains responsibility under Section 18(b) below, which is covered by such Section 18(b)), or out of any matter made might be the subject of an Asserted Defect pursuant Environmental Claim. Without limiting the foregoing, neither Buyer nor any affiliate of Buyer shall solicit or encourage Third Parties to commence any Environmental Claim against Buyer or with respect to the Properties for which Buyer would be entitled to indemnification under this Section 7 above 14. To the extent that Buyer (or (Bits affiliates) a breach of Seller's express representations and warranties breaches its covenants set forth in Section 4(a) above. In the event of any conflict which may appear to exist between preceding sentences, the indemnification set forth in this Section and Section 12 above, this Section 14 shall control. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITYnot be applicable to any Environmental Claim in any way arising from or connection with such breach.

Assumption and Indemnification. Except as provided in Section 18(b) below with respect to the JW Litigation (below defined), and except for matters which would constitute (a) Buyer shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance, shall be deemed to have agreed) (i) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Section 1(c) aboveContracts), and (bii) to indemnify and hold Seller (and the respective affiliates of the parties constituting Sellerits affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such affiliates and such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to either (A) the ownership and/or operation of the Properties before or after the Effective Date or (B) a breach of Buyer's express representations and warranties set forth for which Seller does not indemnify Buyer as provided in Section 5 above. In connection with (13(b) including but not in limitation of) limited to, those related to joint venture audits initiated one year or more after Closing. Notwithstanding the foregoingprovisions of Section 13(b), it is specifically understood and agreed that such duties, obligations and liabilities arising out or otherwise relating to the ownership and/or operation of the Properties after the Effective Date (other than matters which should have been disclosed under Section 4(a)(vii) above, but were not) shall (notwithstanding anything herein appearing to be to the contrary) be deemed to include all matters arising out of the condition of the Properties on the Effective Date (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, ▇w▇▇▇▇ located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, applicable environmental lawsEnvironmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date, and the assumptions and indemnifications by Buyer provided for in the first sentence of this section shall expressly cover and include such matters. Seller shall, on the date of Closing, agree (and, upon the delivery to Buyer of the Conveyance shall be deemed to have agreed) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to either (A) the ownership and/or operation of the Properties prior to the Effective Date, except to the extent the same arise out of the condition of the Properties (such matters having been provided for above), and except to the extent the same arise out of any matter disclosed on the Disclosure Schedule (other than the litigation for which Seller retains responsibility under Section 18(b) below, which is covered by such Section 18(b)), or out of any matter made the subject of an Asserted Defect pursuant to Section 7 above or (B) a breach of Seller's express representations and warranties set forth in Section 4(a) above. In the event of Should any conflict which may exist or appear to exist between this Section and Section 12 above, this Section shall control. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY. (b) Subject to Sections 12 and 13(a), Seller shall, as of the date of Closing, agree (i) to assume, and to timely pay and perform, all duties, obligations and liabilities arising from third party claims and relating to Seller's ownership and/or operation of the Properties before the Effective Date (including, without limitation, those arising under the Contracts) and (ii) to indemnify and hold Buyer (and its affiliates, and the respective directors, officers, employees, attorneys, contractors and agents of such parties) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys' fees) of any kind or character arising from (A) Seller's breach of any of the representations or warranties contained in Section 4(a) hereof (the "Warranty Indemnities"), (B) Seller's ownership and/or operation of the Properties before the Effective Date (which shall include third party claims for nonpayment or incorrect payment on royalty under the Leases or incorrect payment or nonpayment by Seller of severance taxes (such third party claims with respect to royalty and severance taxes being called the "Royalty and Tax Indemnities")) and (C) the litigation listed on Exhibit 4(a)(v) (the "Litigation Indemnities"). Should any conflict exist or appear to exist between this Section and Section 12 above, this Section shall control. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.