Common use of Imbalances Clause in Contracts

Imbalances. (a) All Imbalances (whether for overproduction by Noble or underproduction by Noble) shall pass to Purchaser as of the Effective Time, and except as provided in Section 2.2 and Section 11.5(b), Purchaser shall thereupon be entitled to and assumes all rights and obligations with respect to any and all such Imbalances. Except as provided in Section 2.2 and Section 11.5(b), there shall be no amounts paid to or from either Party to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the Assets, and Purchaser (on behalf of Purchaser and its successors and assigns) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLE, OR ANY PRE-EXISTING DEFECT. (b) In the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble of the amount of such excess. Noble and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1.

Imbalances. At the Closing, ASSIGNEE shall assume responsibility for any and all oil and gas production imbalances with respect to the Property at the ▇▇▇▇▇, Leases and Equipment (a“Production Imbalances”). The Purchase Price paid by ASSIGNEE is based on (i) All the assumed Production Imbalances set forth in Exhibit F and (whether for overproduction by Noble or underproduction by Nobleii) shall pass the exclusion from this transaction of any imbalances attributable to Purchaser as the Property downstream of the Effective TimeProperty or at gas processing plants including associated make-up or cash settlement rights. If ASSIGNOR and ASSIGNEE determine no later than 180 days after Closing that the assumed Production Imbalances stated in Exhibit F are inaccurate, the parties agree to exchange additional compensation, at the rate provided in Exhibit F for the difference between the assumed Production Imbalances and the revised Production Imbalances determined by the parties. Such settlement shall be final and neither party thereafter shall make claim upon the other concerning any Production Imbalances with respect to the Property. Except with respect to its right to receive the post-Closing Purchase Price adjustment set forth above, ASSIGNEE will be solely responsible for, SHALL ASSUME, AND RELEASES AND WILL INDEMNIFY, DEFEND AND HOLD ASSIGNOR HARMLESS from all rights against (including rights to receive make-up gas or to receive cash balancing payments) and obligations to (including obligations to make-up gas or to make cash balancing payments and/or posting security if, and except as provided in Section 2.2 and Section 11.5(b)to the extent, Purchaser shall thereupon be entitled requested by any underproduced party pursuant to and assumes all rights and obligations any operating agreement or gas balancing agreement) third parties with respect to any and all such Imbalances. Except as provided in Section 2.2 and Section 11.5(b), there shall be no amounts paid to or from either Party Production Imbalances with respect to the other as a Purchase Price adjustment or otherwise based on ImbalancesProperty, all of which shall constitute Assumed Obligations. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances All imbalances associated with the AssetsProperty downstream of the Property or at gas processing plants, including associated make-up or cash settlement rights, are excluded from this transaction and from the foregoing indemnity, will not adjust the Purchase Price, and Purchaser (on behalf of Purchaser are reserved to and its successors retained by ASSIGNOR and assigns) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLE, OR ANY PRE-EXISTING DEFECTshall constitute Retained Obligations. (b) In the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble of the amount of such excess. Noble and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1.

Imbalances. BUYER shall assume responsibility for any and all oil and gas production imbalances with respect to the Property at the ▇▇▇▇▇, Leases and Equipment (a“Production Imbalances”). The Purchase Price paid by BUYER is based on (i) All the assumed Production Imbalances set forth in Exhibit F and (whether for overproduction by Noble or underproduction by Nobleii) shall pass the exclusion from this transaction of any imbalances attributable to Purchaser as the Property downstream of the Effective TimeProperty or at gas processing plants including associated make-up or cash settlement rights. If SELLER and BUYER determine no later than 180 days after Closing that the assumed Production Imbalances stated in Exhibit F are inaccurate, and except the parties agree to exchange additional compensation, as provided in Section 2.2 Exhibit F, for the difference between the assumed Production Imbalances and Section 11.5(b)the revised Production Imbalances determined by the parties. Such settlement shall be final and neither party thereafter shall make claim upon the other concerning any Production Imbalances with respect to the Property. Except with respect to its right to receive the post-Closing Purchase Price adjustment set forth above, Purchaser BUYER will be solely responsible for, shall thereupon be entitled to assume, and assumes releases and will INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS from all rights against (including rights to receive make-up gas or to receive cash balancing payments) and obligations to (including obligations to make-up gas or to make cash balancing payments and/or posting security if, and to the extent, requested by any underproduced party pursuant to any operating agreement or gas balancing agreement) third parties with respect to any and all such Imbalances. Except as provided in Section 2.2 and Section 11.5(b), there shall be no amounts paid to or from either Party Production Imbalances with respect to the other as a Purchase Price adjustment or otherwise based on ImbalancesProperty, all of which shall constitute Assumed Obligations. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances All imbalances associated with the AssetsProperty downstream of the Property or at gas processing plants, including associated make-up or cash settlement rights, are excluded from this transaction and from the foregoing indemnity, will not adjust the Purchase Price, and Purchaser (on behalf of Purchaser and its successors and assigns) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLE, OR ANY PRE-EXISTING DEFECTare reserved to SELLER. (b) In the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble of the amount of such excess. Noble and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1.

Imbalances. (a) All Purchaser acknowledges that Imbalances (whether for overproduction may exist that are associated with the Purchased Assets and, if Closing occurs, all Imbalances shall be assigned to and assumed by Noble or underproduction by Noble) shall pass to Purchaser as of the Effective Time, and except as provided in Section 2.2 and Section 11.5(b), Purchaser shall thereupon be entitled to and assumes all rights and shall bear all obligations with respect to any and all Imbalances no matter when such Imbalances arose. (b) Purchaser agrees to pay Seller the net amount, if positive, of Imbalances reflected on Schedule 12.6(b) on the Closing Date multiplied by the applicable Imbalance Rate by means of an adjustment to the Purchase Price pursuant to Section 2.3, and Seller agrees that the Purchase Price shall be reduced pursuant to Section 2.3 by the net amount, if negative, of Imbalances reflected on Schedule 12.6(b) on the Closing Date multiplied by the applicable Imbalance Rate by means of an adjustment to the Purchase Price pursuant to Section 2.3, in each case subject to adjustment in the Final Settlement Statement in accordance with Section 12.6(c). Each Party waives any other remedies with respect to any of the matters settled pursuant to this Section 12.6. (c) Notwithstanding Section 12.6(b), each Party shall notify the other Party on or before ten (10) Business Days prior to the delivery date for the Final Settlement Statement if it has Knowledge that any of the following adjustments with respect to Imbalances are applicable and such adjustments, if applicable, with respect to Imbalances shall be made between the Parties in the Final Settlement Statement, and each Party waives any other remedies with respect to Imbalances. Except : (i) If the actual aggregate Imbalances as of the Effective Time exceed the estimated aggregate Imbalance as reflected on Schedule 12.6(b) for purposes of Closing, then Purchaser shall pay Seller the product of the Imbalance Rate and the entire amount of such variance; or (ii) If the actual aggregate Imbalances as of the Effective Time are less than the estimated aggregate Imbalance as reflected on Schedule 12.6(b) for purposes of Closing, then Seller shall pay Purchaser the product of the Imbalance Rate and the entire amount of such variance. (d) Notwithstanding anything contained in any other provision of this Agreement to the contrary, including Article VIII, if Closing occurs and except as provided in Section 2.2 12.6(b): (i) Purchaser expressly assumes and Section 11.5(b), there shall be no amounts paid to or from either Party to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the Purchased Assets, and Purchaser (on behalf of Purchaser Group and its their successors and assigns) irrevocably waives any and all claims it and Claims they may have against Noble Seller Group associated with such Imbalances; and (ii) Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and shall fully protect, defend, indemnify and hold harmless Seller Group from and against, any and all Claims relating to, arising out of, or connected with, directly or indirectly, Imbalances associated with the same; Purchased Assets, no matter whether arising before, on or after the Effective Time. These indemnity and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECTdefense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, DEFENDsole, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITYconcurrent or comparative negligence or gross negligence), BREACH OF DUTY strict liability, breach of duty (STATUTORY OR OTHERWISEstatutory or otherwise), VIOLATION OF LAWviolation of Law or other fault of Seller Group, OR OTHER FAULT OF NOBLE, OR ANY PREor any pre-EXISTING DEFECTexisting defect. (b) In the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble of the amount of such excess. Noble and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1.

Imbalances. (a) All Imbalances (For purposes of this Agreement, “Imbalances” means over-production or under-production subject to an imbalance or make-up obligation with respect to Hydrocarbons produced from or allocated to the Subject Interests, regardless of whether for overproduction such over-production or under-production, imbalance or make-up obligation arises at the wellhead, pipeline, gathering system, transportation or other location and regardless of whether the same arises under contract or by Noble or underproduction by Noble) operation of Law. Buyer and the Company Sellers shall pass to Purchaser jointly verify the actual net imbalances as of the Effective Time, and except Time in the Closing Statement (as provided set out in Section 2.2 7.25 of the Disclosure Schedule) and Section 11.5(b)the Accounting Statement and any Imbalances shall be accounted for between the Parties in the Closing Statement and the Accounting Statement at the New York Mercantile Exchange (NYMEX) closing price per MCF (or, Purchaser shall thereupon be entitled to and assumes all rights and obligations with respect to any oil Imbalances, per barrel) on the third (3rd) Business Day preceding the Effective Time. This settlement under the Accounting Statement shall be final and all such neither Party afterwards shall make claim upon the other Party concerning the Imbalances. Except as provided in Section 2.2 and Section 11.5(b), there shall be no amounts paid to or from either Party to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the Assets, and Purchaser (on behalf of Purchaser and its successors and assigns) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER FROM BUYER ASSUMES ALL RIGHTS AND LIABILITIES RELATING TO IMBALANCES DISCOVERED AFTER THE CLOSING DATE RELEASES NOBLE FROM ACCOUNTING STATEMENT INCLUDING ANY REVENUE ADJUSTMENT CAUSED BY SUCH SUBSEQUENTLY DISCOVERED IMBALANCES AND SHALL FULLY PROTECT, DEFEND, DEFEND AND INDEMNIFY AND HOLD NOBLE HARMLESS SELLERS’ INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES RELATING TOLOSSES, BY ANY PERSON, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, OF SUCH IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE SELLERS’ NEGLIGENCE OR OF ANY NEGLIGENT ACTS OR OMISSIONS FAULT (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLE, OR ANY PRE-EXISTING DEFECT. (b) In the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble of the amount of such excess. Noble and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1.

Imbalances. (a1) All Imbalances (whether If the Company and the Customer have agreed to the Irrigation Load forecast for overproduction by Noble or underproduction by Noble) shall pass to Purchaser a Day of a Month and have agreed for such Day as of the Effective Time, and except as provided in Section 2.2 and Section 11.5(b), Purchaser shall thereupon be entitled to and assumes all rights and obligations with respect to any and all intra-Day nominations to be omitted or made for such Imbalances. Except Day, as provided in Section 2.2 and Section 11.5(b)appropriate, then there shall be no amounts paid Daily Cashout pursuant to or from either Party Section 11(d) below and any imbalance will be handled pursuant to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the Assets, and Purchaser (on behalf 11(e) of Purchaser and its successors and assigns) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLE, OR ANY PRE-EXISTING DEFECTthis Schedule A-3. (b2) In If the event Purchaser shall determine prior Company and Customer have agreed to Closing that Imbalances under Section 2.2(a)(iiithe Irrigation Load forecast for a Day but have not agreed as to any intra-Day nominations to be omitted or made for such Day, then on a daily basis, any imbalance between the actual deliveries to the Company at the Point(s) are in of Receipt for the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are Irrigation Load and the RSE for such Day in excess of .1 bcf five percent (5%) of gasthe RSE for that Day shall automatically be reduced by delivering gas into or withdrawing gas from storage pursuant to and only as allowed by the Storage Agreement for such Day. If after such automatic balancing the imbalance still exceeds five percent (5%) of the RSE for that Day, then Purchaser shall promptly notify Noble of the amount of such excess. Noble and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of extent storage is available as determined by Company in its sole discretion such excess Imbalancesshall be deemed to be an overrun delivery into or withdrawal from storage pursuant to the Storage Agreement and Customer shall pay to Company any overrun fee imposed by the Storage Agreement. If the Parties shall have failed to agree thereupon by the Closing Datestorage is not available, the Purchase Price shall not be adjusted therefor and the matter then Customer shall be resolved by arbitration subject to the requirements described in Section 11(d) below. (3) When there is no agreement between Company and Customer as to the Irrigation Load forecast for a Day during a Month but Company and Customer have agreed as to any intra-Day nominations to be omitted or made for such Day, then for such Day there shall be no Daily Cashout thereof pursuant to Sections II(d) below and any imbalance will be handled pursuant to Section 17.1II(e) below. (4) If the Company and Customer have not agreed as to the Irrigation Load Forecast for a Day and have not agreed as to any intra-Day nominations for such Day, then on a daily basis any imbalance between the actual deliveries to the Company at the Point(s) of Receipt for the Irrigation Load and the RSE for such Day in excess of five percent (5%) of the RSE for that Day shall automatically be reduced by delivering into or withdrawing from storage pursuant to and only as allowed by the Storage Agreement for such Day. If after such automatic balancing the imbalance still exceeds five percent (5%) of the RSE for that Day, then Customer shall be subject to the requirements described in Section II(d) below.

Imbalances. (a) All Imbalances (whether for overproduction by Noble or underproduction by NobleSchedule 1.1(a) sets out the actual amounts of the Assumed Imbalance Receivables and the Assumed Imbalance Payables as of the date set forth in such schedule. DEFS shall pass use commercially reasonable efforts to Purchaser minimize the amount of the Assumed Imbalance Receivables and the Assumed Imbalance Payables outstanding as of the Effective Time, . DEFS shall make a good faith estimate of the Assumed Imbalance Receivables and except Assumed Imbalance Payables as provided of the date five (5) days prior to the Closing Date and update Schedule 1.1 (a) to reflect such estimate. The Assumed Imbalance Receivables as set out in Section 2.2 and Section 11.5(b), Purchaser shall thereupon be entitled to and assumes all rights and obligations with respect to any and all such Imbalances. Except as provided in Section 2.2 and Section 11.5(b), there the final Schedule 1.1 (a) shall be no for the sole benefit of BUYER and it shall be the sole obligation of BUYER to discharge the Assumed Imbalance Payables as set out in the final Schedule 1.1 (a) Such amounts paid shall be cashed out as between the Parties based upon the formula used to or from either Party value the Excess Inventory. BUYER and DEFS agree to cooperate and to make available to each other all information necessary to calculate and to confirm and verify the other as a Purchase Price adjustment or otherwise based on actual volume and value of Imbalances. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the Assets, and Purchaser (on behalf of Purchaser and its successors and assigns) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLE, OR ANY PRE-EXISTING DEFECT. (b) In DEFS shall retain any and all such Imbalances other than the event Purchaser Assumed Imbalance Receivables and the Assumed Imbalance Payables. BUYER shall determine prior use reasonable good faith efforts to Closing assist DEFS (as DEFS may reasonably request) in collecting such amounts and pay to DEFS any such amounts (and the market value of any Imbalance delivered in kind) that Imbalances under Section 2.2(a)(iiiBUYER collects or receives. Until the earlier of (i) are the collection of the Imbalance Receivables in respect of Conroe in full, (ii) the date two years from the Effective Time, or (iii) DEFS providing written notice to BUYER directing otherwise; BUYER shall continue to suspend payments to Third Persons to the extent attributable to production proceeds at Conroe, pay such amount to DEFS and use reasonable good faith efforts to assist DEFS in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble collection of the amount of such excess. Noble Imbalance Receivables, subject to full indemnification and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon defense by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1DEFS.

Imbalances. (a) All Buyer acknowledges that Imbalances may exist that are associated with the Properties and all Imbalances (whether for overproduction by Noble Seller or underproduction by NobleSeller) shall pass to Purchaser Buyer as of the Effective Time, and except as provided in Section 2.2 and Section 11.5(b), Purchaser Buyer shall thereupon be entitled to and assumes all rights and obligations with respect to any and all such Imbalances. Except as provided below in Section 2.2 and Section 11.5(b)this Article, there shall be no amounts paid to or from either Party to the other as a Purchase Price adjustment adjustment, as part of the Final Accounting Settlement or otherwise otherwise, based on Imbalances. Except as provided below in Section 2.2 and Section 11.5(b)this Article, Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the AssetsNOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, and Purchaser INCLUDING ARTICLE 8: (on behalf of Purchaser and its successors and assignsa) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER IF CLOSING OCCURS, BUYER FROM AND AFTER CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY ALL COSTS AND EXPENSES ASSOCIATED WITH IMBALANCES ASSOCIATED WITH THE PROPERTIES, AND BUYER (ON BEHALF OF BUYER GROUP AND THEIR SUCCESSORS AND ASSIGNS) IRREVOCABLY WAIVES ANY AND ALL CLAIMS IT AND THEY MAY HAVE AGAINST SELLER GROUP ASSOCIATED WITH THE SAME; AND (b) IF CLOSING DATE OCCURS, BUYER FROM AND AFTER CLOSING RELEASES NOBLE SELLER GROUP FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY AND HOLD NOBLE SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES CLAIMS RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETSPROPERTIES, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLESELLER GROUP, OR ANY PRE-EXISTING DEFECT.. Notwithstanding the preceding, the following adjustment shall be made between the Parties with respect to Imbalances: (bi) In If Seller's aggregate production Imbalances on January 1, 2003 vary from - 1.0 Bcfe (underproduced) to the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess detriment of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gasSeller by more than 1.0 Bcfe, then Purchaser Seller shall promptly notify Noble pay Buyer the product of $2.00/mcf and the entire amount of such excess. Noble and Purchaser prior variance (including the first 1.0 Bcfe); or (ii) If Seller's aggregate production Imbalances on January 1, 2003 vary from - 1.0 Bcfe (underproduced) to the Closing Date benefit of Seller by more than 1.0 Bcfe, then Buyer shall endeavor to agree upon pay Seller the product of $2.00/mcf and the entire amount of such excess Imbalances. If variance (including the Parties shall have failed to agree thereupon by the Closing Datefirst 1.0 Bcfe), the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1AND EACH PARTY WAIVES ANY OTHER REMEDIES.

Imbalances. (a) All Purchaser acknowledges that Imbalances (whether for overproduction may exist that are associated with the Properties and, if Closing occurs, all Imbalances shall be assigned to and assumed by Noble or underproduction by Noble) shall pass to Purchaser as of the Effective Time, and except as provided in Section 2.2 and Section 11.5(b), Purchaser shall thereupon be entitled to and assumes all rights and shall bear all obligations with respect to any and all Imbalances no matter when such ImbalancesImbalances arose. (b) Purchaser agrees to pay Seller the net amount, if positive, of Imbalances reflected on Schedule 12.7(b) on the Closing Date multiplied by the applicable Imbalance Rate by means of an adjustment to the Purchase Price pursuant to Section 2.3, and Seller agrees that the Purchase Price shall be reduced pursuant to Section 2.3 by the net amount, if negative, of Imbalances reflected on Schedule 12.7(b) on the Closing Date multiplied by the applicable Imbalance Rate by means of an adjustment to the Purchase Price pursuant to Section 2.3, in each case subject to adjustment in the Final Settlement Statement in accordance with Section 12.7(c). Except Each Party waives any other remedies with respect to any of the matters settled pursuant to this Section 12.7. (c) Notwithstanding Section 12.7(b), each Party shall notify the other Party on or before ten (10) Business Days prior to the delivery date for the Final Settlement Statement if it has Knowledge that any of the following adjustments with respect to Imbalances are applicable and such adjustments, if applicable, with respect to Imbalances shall be made between the Parties in the Final Settlement Statement, and each Party waives any other remedies with respect to Imbalances (subject to each Party’s rights under Section 6.6 with respect to such adjustments in the Final Settlement Statement): (i) If the actual aggregate Imbalances as of the Effective Time exceed the estimated aggregate Imbalance as reflected on Schedule 12.7(b) for purposes of Closing, then Purchaser shall pay Seller the product of the Imbalance Rate and the entire amount of such variance; or (ii) If the actual aggregate Imbalances as of the Effective Time are less than the estimated aggregate Imbalance as reflected on Schedule 12.7(b) for purposes of Closing, then Seller shall pay Purchaser the product of the Imbalance Rate and the entire amount of such variance. HOUSTON 1151220v.11 (d) Notwithstanding anything contained in any other provision of this Agreement to the contrary, including Article VIII, if Closing occurs and except as provided in Section 2.2 12.7(b): (i) Purchaser expressly assumes and Section 11.5(b), there shall be no amounts paid to or from either Party to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the AssetsProperties, and Purchaser (on behalf of Purchaser Group and its their successors and assigns) irrevocably waives any and all claims it and Claims they may have against Noble Seller Group associated with such Imbalances; and (ii) Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and shall fully protect, defend, indemnify and hold harmless Seller Group from and against, any and all Claims relating to, arising out of, or connected with, directly or indirectly, Imbalances associated with the same; Properties, no matter whether arising before, on or after the Effective Time. These indemnity and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECTdefense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, DEFENDsole, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITYconcurrent or comparative negligence or gross negligence), BREACH OF DUTY strict liability, breach of duty (STATUTORY OR OTHERWISEstatutory or otherwise), VIOLATION OF LAWviolation of Law or other fault of Seller Group, OR OTHER FAULT OF NOBLE, OR ANY PREor any pre-EXISTING DEFECTexisting defect. (b) In the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble of the amount of such excess. Noble and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1.

Imbalances. (a) All Purchaser acknowledges that Imbalances (whether for overproduction may exist that are associated with the Properties and, if Closing occurs, all Imbalances shall be assigned to and assumed by Noble or underproduction by Noble) shall pass to Purchaser as of the Effective Time, and except as provided in Section 2.2 and Section 11.5(b), Purchaser shall thereupon be entitled to and assumes all rights and shall bear all obligations with respect to any and all Imbalances, no matter when such ImbalancesImbalances arose. Except Notwithstanding anything contained in any other provision of this Agreement but subject to Purchaser’s rights under Article VIII, if Closing occurs and except as provided in Section 2.2 12.6(b): (i) Purchaser expressly assumes and Section 11.5(b), there shall be no amounts paid to or from either Party to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the AssetsProperties, and Purchaser (on behalf of Purchaser Group and its their successors and assigns) irrevocably waives any and all claims it and Claims they may have against Noble Seller Group associated with such Imbalances; and (ii) Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and shall fully protect, defend, indemnify and hold harmless Seller Group from and against, any and all Claims relating to, arising out of, or connected with, directly or indirectly, Imbalances associated with the same; Properties, no matter whether arising before, on or after the Effective Time. These indemnity and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECTdefense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, DEFENDsole, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITYconcurrent or comparative negligence or gross negligence), BREACH OF DUTY strict liability, breach of duty (STATUTORY OR OTHERWISEstatutory or otherwise), VIOLATION OF LAWviolation of Law or other fault of Seller Group, OR OTHER FAULT OF NOBLE, OR ANY PREor any pre-EXISTING DEFECTexisting defect. (b) In Notwithstanding Section 12.6(a), the event Purchaser Parties shall determine prior adjust the Purchase Price by the net value of the Imbalances attributable to the Properties as of the Effective Time set forth on Schedule 12.6 on the Closing Date (it being recognized that Imbalances under Section 2.2(a)(iiithe volumes reflected on Schedule 12.6 on the Signing Date are not as of the Effective Time) are in the excess Preliminary Settlement Statement, which shall be subject to further adjustment in the Final Settlement Statement pursuant to Section 6.6 and based upon subsections (i) and (ii) below. Each Party shall notify the other Party on or before one hundred twenty (120) Days after the Closing Date if it has Knowledge that any of 2.1 bcf the following adjustments with respect to Imbalances is applicable and such adjustments, if applicable, shall be made between the Parties in the Final Settlement Statement: (i) If the net aggregate Imbalance attributable to the Properties as of gas or that Imbalances under Section 2.2(b)(vii) are the Effective Time varies from the net aggregate amount set forth in Schedule 12.6 to the detriment of Purchaser (as owner of such Property after Closing), then Seller shall pay Purchaser, by means of an adjustment in the Final Settlement Statement, for each MMBtu variance in excess of .1 bcf the amount set forth in Schedule 12.6 using the following pricing per MMBtu, as applicable: ▇▇▇▇▇ ▇▇▇▇▇▇ - $5.25, Ram ▇▇▇▇▇▇ - $4.34, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ - $1.99 and Holstein - $5.28. (ii) If the net aggregate Imbalance attributable to the Properties as of gasthe Effective Time varies from the net aggregate amount set forth in Schedule 12.6 to the benefit of Purchaser (as owner of such Property after Closing), then Purchaser shall promptly notify Noble pay Seller, by means of an adjustment in the Final Settlement Statement, for each MMBtu variance less than the amount of such excessset forth in Schedule 12.6 using the following pricing per MMBtu, as applicable: ▇▇▇▇▇ ▇▇▇▇▇▇ - $5.25, Ram ▇▇▇▇▇▇ - $4.34, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ - $1.99 and Holstein - $5.28. Noble and Purchaser prior Subject to the Closing Date shall endeavor this Section 12.6, each Party waives any other remedies with respect to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1.

Imbalances. (a) All Imbalances (whether for overproduction by Noble or underproduction by Noble) The Seller shall pass make reasonable efforts to Purchaser cause the individual physical natural gas cumulative imbalances with respect to the Assets to be reduced to as close to zero as possible as of the Effective TimeClosing Date. To the extent all necessary information is available, and except as provided in Section 2.2 and Section 11.5(b), Purchaser shall thereupon be entitled to and assumes all rights and obligations with respect to any and all such Imbalances. Except as provided in Section 2.2 and Section 11.5(b), there a determination of the imbalances existing on the Assets shall be no amounts paid to or from either Party made as of the Closing Date. To the extent all necessary information is not available prior to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b)Closing Date, Purchaser from and such determination of imbalances shall be made within 180 days after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with Date (the Assets, and Purchaser (on behalf "Imbalance Adjustment Period"). The Seller shall prepare a schedule of Purchaser and its successors and assigns) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLE, OR ANY PRE-EXISTING DEFECT. (b) In the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble imbalances as of the amount of such excessClosing Date, which shall set forth by shipper, estimated imbalance receivables and imbalance payables. Noble and Purchaser To the extent that there are any remaining imbalances attributable to actions which occurred prior to the Closing Date at the end of the Imbalance Adjustment Period, the Seller and the Buyer shall endeavor agree to agree an imbalance settlement statement, and based upon such statement (i) the amount of such excess Imbalances. If Buyer shall "cash out" and pay the Parties shall have failed to agree thereupon Seller for any imbalances due from shippers by multiplying the imbalance quantity by the Closing Date"Imbalance Price" set forth below, and (ii) the Purchase Price Seller shall not be adjusted therefor "cash out" and pay the matter Buyer for any imbalances due to shippers by multiplying the imbalance quantity by the "Imbalance Price" described below. The "Imbalance Price" shall be resolved by arbitration pursuant arithmetic average of the monthly Index Prices found in the first issue of the month (pertaining to Section 17.1.the last month in the Imbalance Adjustment Period) of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.'s "Inside F.E.R.C.'s Gas Market Report" under the table labeled PRICES OF SPOT GAS DELIVERED TO PIPELINES for ANR Pipeline Co. (Oklahoma), Natural Gas Pipeline of America (Mid-Continent Zone), and Panhandle Eastern Pipe Line Co. (Texas-Oklahoma mainline)

Imbalances. (a) All Buyer acknowledges that Imbalances may exist that are associated with the Properties and, if Closing occurs, all Imbalances (whether for overproduction by Noble or underproduction by NobleSeller) shall pass be assigned to Purchaser and assumed by Buyer as of the Effective Time, and except as provided in Section 2.2 and Section 11.5(b), Purchaser Buyer shall thereupon be entitled to and assumes all rights and shall bear all obligations with respect to any and all Imbalances, no matter when such ImbalancesImbalances arose. Except Notwithstanding anything contained in any other provision of this Agreement, including Article 8 except as provided in Section 2.2 and Section 11.5(b)Article 12.6(b): (i) If Closing occurs, there shall be no amounts paid to or from either Party to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b)Buyer, Purchaser from and after Closing Closing, assumes and accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the AssetsProperties, and Purchaser Buyer (on behalf of Purchaser Buyer Group and its their successors and assigns) irrevocably waives any and all claims it and they may have against Noble Seller Group associated with such Imbalances; and (ii) If Closing occurs, Buyer (on behalf of Buyer Group and their successors and assigns), from and after Closing, releases Seller Group from, and shall fully protect, defend, indemnify and hold Seller Group harmless from and against, any and all claims and Claims relating to, arising out of, or connected with, directly or indirectly, Imbalances associated with the same; Properties, no matter whether arising before or after the Effective Time. This indemnity and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECTdefense obligation will apply regardless of cause or of any negligent acts or omissions (including active or passive, DEFENDsole, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITYconcurrent or comparative negligence), BREACH OF DUTY strict liability, breach of duty (STATUTORY OR OTHERWISEstatutory or otherwise), VIOLATION OF LAWviolation of Law, OR OTHER FAULT OF NOBLEor other fault of Seller Group, OR ANY PREor any pre-EXISTING DEFECTexisting defect. (b) In Notwithstanding Article 12.6(a), Buyer and Seller agree that the event Purchaser shall determine prior value of the Imbalances attributable to Closing that Imbalances under Section 2.2(a)(iii) are the Properties as of June 30, 2011 set forth on Schedule 12.6 will be included in the excess Purchase Price and will not be reflected as a Purchase Price adjustment on the Closing Statement; and that the following Purchase Price adjustments, if applicable, with respect to Imbalances attributable to the Properties shall be made between the Parties in the Final Accounting Statement, and each Party waives any other remedies with respect to Imbalances: (i) If Seller’s Imbalance attributable to the Properties for an individual Property as of 2.1 bcf the Effective Time varies from the amount for such Property set forth in Schedule 12.6 to the detriment of gas or that Imbalances under Section 2.2(b)(viiBuyer (as owner of such Property after Closing) are then Seller shall pay Buyer $4.25 for each MMBtu variance in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble the amount set forth in Schedule 12.6 as part of the Final Accounting Statement. (ii) If Seller’s Imbalance attributable to the Properties for an individual Property as of the Effective Time varies from the amount for such Property set forth in Schedule 12.6 to the benefit of Buyer (as owner of such excess. Noble and Purchaser prior to the Closing Date Property after Closing) then Buyer shall endeavor to agree upon pay Seller $4.25 for each MMBtu variance less than the amount set forth in Schedule 12.6 as part of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1Final Accounting Statement.