Section 1.4 shall be the sole obligation of Purchaser and Purchaser shall
promptly pay or if paid by Seller, promptly reimburse Seller for and hold Seller
harmless from and against same. Seller is entitled to resolve all joint interest
audits and other audits of Property Costs covering periods for which Seller is
in whole or in part responsible, provided that Seller shall not agree to any
adjustments to previously assessed costs for which Purchaser is liable without
the prior written consent of Purchaser, such consent not to be unreasonably
withheld. Seller shall provide Purchaser with a copy of all applicable audit
reports and written audit agreements received by Seller and relating to periods
for which Purchaser is partially responsible.
Section 11.3
Assumption and Indemnification.
(A)
ON THE CLOSING DATE, PURCHASER SHALL ASSUME, FULFILL, PERFORM, PAY
AND DISCHARGE ALL OF THE OBLIGATIONS AND LIABILITIES OF SELLER, KNOWN OR
UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR
LIABILITIES AROSE PRIOR TO OR AFTER THE EFFECTIVE TIME. ALL OF SAID OBLIGATIONS
AND LIABILITIES ARE REFERRED TO AS THE "ASSUMED SELLER OBLIGATIONS."
THE
ASSUMED SELLER OBLIGATIONS SHALL INCLUDE, WITHOUT LIMITATION, OBLIGATIONS TO
FURNISH MAKEUP GAS ACCORDING TO THE TERMS OF APPLICABLE GAS SALES, OBLIGATIONS
PERTAINING TO ALL CONTRACTS, GAS BALANCING OBLIGATIONS, OBLIGATIONS TO PAY
WORKING INTERESTS, ROYALTIES, OVERRIDING ROYALTIES AND OTHER INTERESTS HELD IN
SUSPENSE,
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OBLIGATIONS TO PLUG WELLS, OBLIGATIONS TO RESTORE AND CLEAN UP PROPERTIES,
OBLIGATIONS TO DISMANTLE STRUCTURES, AND OBLIGATIONS TO RESTORE AND/OR REMEDIATE
THE ASSETS IN ACCORDANCE WITH APPLICABLE AGREEMENTS, ENVIRONMENTAL LAWS AND
LAWS. PURCHASER, HOWEVER, DOES NOT ASSUME ANY OBLIGATIONS OR LIABILITIES OF
SELLER TO THE EXTENT THAT THEY ARE ATTRIBUTABLE TO OR ARISE OUT OF THE:
(I)
EXCLUDED ASSETS; OR
(II)
ACTIONS, SUITS OR PROCEEDINGS, IF ANY, SET
FORTH ON EXHIBIT 5.7, OR
(III)
CLAIMS FOR WRONGFUL DEATH AND/OR PERSONAL
INJURY RELATED TO THE PROPERTIES WHICH CLAIMS AROSE BEFORE THE EFFECTIVE TIME;
OR
(IV)
CONTINUING RESPONSIBILITY OF THE SELLER UNDER
SECTION 11.2 OR MATTERS FOR WHICH SELLER IS REQUIRED TO INDEMNIFY PURCHASER
UNDER THIS ARTICLE 11.
(B)
PURCHASER SHALL INDEMNIFY, COVENANT NOT TO SUE, SAVE, RELEASE,
DEFEND, DISCHARGE AND HOLD SELLER INDEMNITEES HARMLESS (COLLECTIVELY,
"INDEMNIFY") FROM AND AGAINST LIABILITIES, CLAIMS, CAUSES OF ACTION, LOSSES,
DAMAGES, JUDGMENTS, NOTICES, ORDERS AND RULINGS (COLLECTIVELY, "LIABILITIES")
INCURRED OR SUFFERED BY SELLER INDEMNITEES THAT ARE CAUSED BY, OR ARISE OUT OF
OR RESULT FROM:
(I)
THE ASSUMED SELLER OBLIGATIONS;
(II)
THE OWNERSHIP, USE OR OPERATION OF THE
ASSETS AT AND AFTER THE EFFECTIVE TIME;
(III)
PURCHASER'S OBLIGATIONS UNDER THIS
AGREEMENT;
(IV)
THE BREACH OF ANY OF PURCHASER'S COVENANTS OR
PURCHASER'S AGREEMENTS CONTAINED IN THIS AGREEMENT;
(V)
THE BREACH OF ANY REPRESENTATION OR WARRANTY
MADE BY PURCHASER CONTAINED IN ARTICLE 6 OF THIS AGREEMENT OR IN THE CERTIFICATE
DELIVERED BY PURCHASER AT CLOSING PURSUANT TO SECTION 9.3(D);
(VI)
ANY ALLEGED OR ACTUAL VIOLATION OF
ENVIRONMENTAL LAWS, FAILURE TO RESTORE OR REMEDIATE ANY OF THE ASSETS, IMPROPER
RESTORATION OR REMEDIATION OF THE ASSETS AND ALL LIABILITIES RELATED TO ANY
ENVIRONMENTAL