(PLUS NO MORE THAN ONE ADDITIONAL COUNSEL IN EACH JURISDICTION WHERE A
PROCEEDING THAT IS THE SUBJECT MATTER OF THE INDEMNITY IS LOCATED) UNLESS
(1) THERE IS A CONFLICT OF INTEREST AMONG INDEMNITEES, (2) DEFENSES OR CLAIMS
EXIST WITH RESPECT TO ONE OR MORE INDEMNITEES THAT ARE NOT AVAILABLE TO ONE OR
MORE
35
OTHER INDEMNITEES OR (3) SPECIAL COUNSEL IS REQUIRED TO BE RETAINED AND THE
ISSUER CONSENTS TO SUCH RETENTION (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED), PROVIDED FURTHER THAT THE INDEMNITY SET FORTH HEREIN
SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE AND APPLY WITH RESPECT TO ANY OF
THE TRANSACTIONS RELATED TO THE CLOSING UNDER THE PURCHASE AGREEMENT, AND
PROVIDED FURTHER THAT THE INDEMNITY SET FORTH HEREIN SHALL EXCLUSIVELY BE
AVAILABLE AND APPLY TO THE BENEFIT OF THE ORIGINAL HOLDER OF THIS NOTE AND ITS
AFFILIATES. THIS SECTION 26 SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY
TAXES THAT REPRESENT LOSSES, CLAIMS OR DAMAGES ARISING FROM ANY NON-TAX CLAIM.
(c)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO NOR ANY OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL ASSERT, AND
EACH HEREBY WAIVES, ANY CLAIM AGAINST ANY OTHER SUCH PERSON, ON ANY THEORY OF
LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED
TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT
OF, THIS NOTE OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE
TRANSACTIONS, ANY LOAN OR THE USE OF THE PROCEEDS THEREOF. NOTWITHSTANDING THE
FOREGOING, NOTHING HEREIN SHALL LIMIT OR BE DEEMED TO LIMIT THE ISSUER'S
OBLIGATION TO INDEMNIFY THE INDEMNITEES FOR ANY SUCH CLAIMS BROUGHT BY THIRD
PARTIES.
(d)
All amounts due under this Section 26 shall be payable within thirty
(30) days of written demand therefor attaching the relevant invoices and/or a
certificate, in each case setting forth the basis for such demand in reasonable
detail.
*
*
*
[The Remainder of This Page is Intentionally Left Blank]
36
IN WITNESS WHEREOF, the Issuer has executed and delivered this Note on the date
first above written.
NORTHERN OIL AND GAS, INC. By:
/s/ Erik Romslo Name:
Erik Romslo Title:
EVP, General Counsel
[Signature Page to Purchaser Note]
IN WITNESS WHEREOF, the undersigned Holder has executed and delivered this Note
on the date first above written.
VEN BAKKEN LLC By:
/s/ Greg Boxer Name:
Greg Boxer Title:
Chief Financial
Officer
[Signature Page to Purchaser Note]
Annex A
Holders and Holder Percentages
Holder
Principal Amount
Holder Percentage
VEN Bakken LLC
$130,000,000
100% TOTAL:
$130,000,000
100%
[Annex A to Purchaser Note]