SAME, OR
IF SAME HAVE BEEN PAID BY PURCHASER, SELLER SHALL PROMPTLY REIMBURSE PURCHASER
FOR AND HOLD PURCHASER HARMLESS FROM AND AGAINST SAME.
(B)
ALL PROPERTY COSTS WHICH ARE NOT REFLECTED IN THE
FINAL SETTLEMENT STATEMENT FOR WHICH PURCHASER IS RESPONSIBLE UNDER SECTION 1.6
SHALL BE THE SOLE OBLIGATION OF PURCHASER, AND PURCHASER SHALL PROMPTLY PAY
SAME, OR IF SAME HAVE BEEN PAID BY SELLER, PURCHASER SHALL PROMPTLY REIMBURSE
SELLER FOR AND HOLD SELLER HARMLESS FROM AND AGAINST SAME.
(C)
SELLER IS ENTITLED TO RESOLVE ALL JOINT INTEREST
AUDITS AND OTHER AUDITS OF PROPERTY COSTS COVERING PERIODS PRIOR TO THE
EFFECTIVE TIME.
SECTION 11.3
ASSUMPTION AND INDEMNIFICATION.
(A)
IN THE EVENT OF CLOSING, AS OF THE EFFECTIVE TIME,
PURCHASER SHALL BECOME LIABLE FOR, ASSUME, PERFORM 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 THE
EFFECTIVE TIME, AT THE EFFECTIVE TIME OR AFTER THE EFFECTIVE TIME. SAID
OBLIGATIONS AND LIABILITIES ARE REFERRED TO AS THE "ASSUMED OBLIGATIONS."
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 DAMAGES, INCURRED OR SUFFERED BY
SELLER INDEMNITEES THAT ARE CAUSED BY, OR ARISE OUT OF OR RESULT FROM:
(I)
THE ASSUMED OBLIGATIONS; OR
43
(II)
THE OWNERSHIP, USE OR OPERATION OF THE
ASSETS AT AND AFTER THE EFFECTIVE TIME; OR
(III)
ENVIRONMENTAL LIABILITIES; OR
(IV)
ACCESS TO THE ASSETS IN SECTION 7.7; OR
(V)
PREFERENTIAL RIGHTS TO PURCHASE IN SECTION
7.9(B)(I); OR
(VI)
PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT;
OR
(VII)
THE BREACH OF ANY OF PURCHASER'S COVENANTS OR
AGREEMENTS CONTAINED IN ARTICLE 7 OF THIS AGREEMENT, SAVE AND EXCEPT FOR
COVENANTS OR AGREEMENTS CONTAINED IN SECTION 7.1 (ACCESS) AND SECTION
7.9(B)(I)(RELATED TO PREFERENTIAL RIGHTS TO PURCHASE) WHICH ARE COVERED ABOVE;
OR
(VIII)
THE BREACH OF ANY REPRESENTATION OR WARRANTY MADE
BY PURCHASER IN ARTICLE 6 OF THIS AGREEMENT OR IN THE CERTIFICATE DELIVERED BY
PURCHASER AT CLOSING PURSUANT TO SECTION 9.3(C)(CERTIFICATE OF CORPORATE OFFICER
OF PURCHASER); OR
(IX)
THE LITIGATION EXPENSES (DEFINED BELOW).
THE INDEMNIFICATION OBLIGATIONS OF PURCHASER IN THIS PARAGRAPH SHALL BE REFERRED
TO HEREIN AS "PURCHASER'S INDEMNIFICATION OBLIGATIONS."
PURCHASER SHALL INDEMNIFY SELLER INDEMNITEES AGAINST DAMAGES FOR MATTERS COVERED
BY PURCHASER'S INDEMNIFICATION OBLIGATIONS ARISING OUT AND RESULTING FROM:
1.
THE NEGLIGENCE OF SELLER, WHETHER THE
NEGLIGENCE IS ORDINARY, ACTIVE, PASSIVE, JOINT, CONCURRENT OR SOLE BUT EXCLUDING
CLAIMS BASED ON GROSS NEGLIGENCE AND WILLFUL MISCONDUCT; AND
2.