PERIODS FROM AND AFTER THE EFFECTIVE TIME AND
LIMITED (AND ATTRIBUTABLE) TO THE INTERESTS INTHE PROPERTIES ASSIGNED TO BUYER
BY SELLER (COLLECTIVELY, THE ASSUMED LIABILITIES) INCLUDING , WITHOUT
LIMITATION, THOSE ARISING UNDER THE CONTRACTS AND AGREEMENTS DESCRIBED IN
ARTICLE 2.2, AND (II) TO INDEMNIFY AND HOLD SELLER, ITS RELATED ENTITIES AND
AFFILIATES, AND THE DIRECTORS, OFFICERS , EMPLOYEES CONSULTANTS AND AGENTS OF
SUCH PARTIES, RESPECTIVELY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
ACTIONS, LIABILITIES, LOSSES, DAMAGES, COSTS OR EXPENSES (INCLUDING COURT COSTS
AND ATTORNEYS' FEES) OF ANY KIND OR CHARACTER ARISING OUT OF OR OTHERWISE
RELATING TO THE ASSUMED LIABILITIES. IN CONNECTION WITH (BUT NOT IN LIMITATION
OF) THE FOREGOING, BUT SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, IT IS
SPECIFICALLY UNDERSTOOD AND AGREED THAT ASSUMED LIABILITIES SHALL INCLUDE ALL
OBLIGATIONS TO PROPERLY PLUG AND ABANDON, OR RE-PLUG AND RE-ABANDON, ANY WELLS
PRODUCING, SHUT-IN, OR DRILLED ON OR AFTER THE EFFECTIVE DATE AND LOCATED ON THE
PROPERTIES. HOWEVER, EXCEPT FOR BUYER'S OBLIGATIONS SET FORTH UNDER ARTICLE
10.3, BUYER SHALL NOT INDEMNIFY OR HOLD SELLER HARMLESS FOR CLAIMS, COSTS,
EXPENSES AND LIABILITIES INCURRED BY SELLER WITH RESPECT TO THE SALE OF THE
PROPERTIES TO BUYER, OR THE NEGOTIATIONS LEADING TO SUCH SALE, OR THOSE THAT
RESULT FROM OR ARE ATTRIBUTABLE TO ANY REPRESENTATION OF SELLER CONTAINED IN
THIS AGREEMENT BEING UNTRUE OR A BREACH OF ANY WARRANTY OR COVENANT OF SELLER
CONTAINED IN THIS AGREEMENT.
10.2 LIMITATIONS ON DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY EXEMPLARY,
PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES
OF
ANY OTHER PARTY ARISING OUT OF OR RELATING TO, IN ANY MANNER, THIS
AGREEMENT, THE TRANSACTION CONTEMPLATED HEREUNDER, OR THE PROPERTIES; PROVIDED,
HOWEVER THAT THIS WAIVER SHALL NOT AFFECT OR RELEASE ANY CLAIMS OF THIRD PARTIES
(BEING PERSONS, ENTITIES OR GOVERNMENTAL AUTHORITIES WHO ARE NOT THE BUYER AND
NOT THE SELLER) FOR WHICH A PARTY IS OBLIGATED TO INDEMNIFY THE OTHER UNDER THIS
AGREEMENT.
10.3
Assumption and Indemnification of Environmental Matters. Buyer agrees
and acknowledges that (i) it has had, or prior to the Closing will have access
to and the opportunity to inspect the Properties for all purposes, including
without limitation, for the purposes of detecting the presence of hazardous or
toxic substances, pollutants or other contaminants, environmental hazards,
naturally occurring radioactive materials (NORM) and produced water
contamination of the surface and/or subsurface, (ii) it has, or prior to the
Closing will have, satisfied itself as to the physical and environmental
condition of the Properties, both surface and subsurface, and their method of
operation and except as set forth herein, agrees to accept an assignment of the
Properties at Closing on an "AS IS, WHERE IS" BASIS, "WITH ALL FAULTS",
and
(iii) in making the decision to enter into this Agreement and consummate the
transactions contemplated hereby, Buyer has relied solely on the basis of its
own independent investigation of the Properties and the records related thereto.
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