DEFEND AND HOLD HARMLESS PURCHASER FROM AND
AGAINST ANY AND ALL LOSSES ATTRIBUTABLE TO INTERESTS IN THE NATURE OF AN
OVERRIDING ROYALTY INTEREST, PRODUCTION PAYMENT, NET PROFITS INTEREST OR ANY
OTHER BENEFICIAL INTEREST IN OIL AND OR GAS PRODUCTION OR PROCEEDS OR THE
LEASEHOLD INTERESTS WHICH IS OR MAY BE CLAIMED BY ANY INDIVIDUAL THAT WAS OR IS
AN EMPLOYEE, OFFICER, OR DIRECTOR OF NOBLE, ITS AFFILIATES, SUCCESSORS OR
PREDECESSORS ("NOBLE INTERNAL ORRIS"); IF THE NET CUMULATIVE EFFECT OF SUCH
BURDENS OPERATES TO REDUCE THE NET REVENUE INTEREST OF NOBLE BELOW THE "NET
REVENUE INTEREST" OR "NRI" SET FORTH IN EXHIBIT "A" AND EXHIBIT "A-1" FOR SUCH
LEASEHOLD INTEREST OR WELL.
11.5
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
33
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.
11.6
TRANSITION AGREEMENT.
PURCHASER AND NOBLE SHALL
EXECUTE AND DELIVER THE TRANSITION AGREEMENT (IN SUBSTANTIALLY THE SAME FORM AS
SCHEDULE 11.6) AND LETTERS-IN-LIEU AS PROVIDED IN THE TRANSITION AGREEMENT ON
THE CLOSING DATE.
11.7
FURTHER ASSURANCES.
AFTER CLOSING, NOBLE AND
PURCHASER