respect to abandonment of wells and/or abandonment of the
Assets limited to the interests conveyed at Closing including, where applicable,
the plugging of wells, the compliance with laws or rules regarding inactive or
unplugged wells, including bonding requirements, and restoration as specified in
the Leases.
(c)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.2, ASSIGNEE AGREES TO
RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD ASSIGNOR, ITS PARENT CORPORATION,
SUBSIDIARIES AND AFFILIATES AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, SUCCESSORS AND ASSIGNS FREE AND HARMLESS FROM AND AGAINST ANY
AND ALL COSTS, EXPENSES, CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND
CHARACTER ARISING OUT OF, INCIDENT TO, OR IN CONNECTION WITH THE ABANDONMENT OF
WELLS AND/OR ABANDONMENT OF AND PROPER DISPOSITION OF ANY ASSETS ON OR AFTER THE
CLOSING DATE, LIMITED TO THE INTERESTS CONVEYED AT CLOSING, INCLUDING, WITHOUT
LIMITATION, THE LEASES, PLATFORMS, STRUCTURES, PIPELINES, MATERIALS, LAND,
WELLS, CASING, EQUIPMENT, AND OTHER PERSONAL PROPERTY, PLUGGING REQUIREMENTS OR
EXCEPTIONS THERETO, INCLUDING BONDING REQUIREMENTS, REGARDLESS OF WHETHER THE
LIABILITY THEREFOR IS BASED IN WHOLE OR IN PART UPON SOME ALLEGED ACT,
NEGLIGENCE OR OMISSION OF ASSIGNOR, OR OF THE ASSIGNEE, OR OF SOME OTHER PARTY.
6.2
Environmental Indemnification.
Notwithstanding Section 6.3, ASSIGNOR HEREBY AGREES TO RELEASE, PROTECT,
INDEMNIFY AND DEFEND ASSIGNEE, ITS PARENT CORPORATION, SUBSIDIARIES AND
AFFILIATES AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS
FROM AND AGAINST ALL CLAIMS, DAMAGES, COSTS, DEMANDS, CAUSES OF ACTION, FINES,
PENALTIES, AND LOSSES ("CLAIMS") (INCLUDING REASONABLE ATTORNEY'S FEES), LIMITED
TO THE INTERESTS CONVEYED AT CLOSING, BROUGHT BY ANY PERSONS, INCLUDING, WITHOUT
LIMITATION, ASSIGNEE'S AND ASSIGNOR'S, AND EITHER'S AFFILIATES', EMPLOYEES,
AGENTS, OR REPRESENTATIVES AND ANY PRIVATE CITIZENS, PERSONS, ORGANIZATIONS, AND
ANY AGENCY, BRANCH OR REPRESENTATIVE OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON
ACCOUNT OF ANY PERSONAL INJURY OR DEATH OR DAMAGE, DESTRUCTION, OR LOSS OF
PROPERTY, CONTAMINATION OF NATURAL RESOURCES (INCLUDING WITHOUT LIMITATION,
SOIL, AIR, SURFACE WATER OR GROUND WATER) RESULTING FROM OR ARISING OUT OF ANY
LIABILITY OR OBLIGATION, ON OR BEFORE THE CLOSING DATE, CAUSED BY OR CONNECTED
WITH ENVIRONMENTAL CONDITIONS, WHETHER OR NOT ATTRIBUTABLE TO ASSIGNOR'S
ACTIVITIES OR THE ACTIVITIES OF ASSIGNOR'S OFFICERS, EMPLOYEES, OR AGENTS OR TO
THE ACTIVITIES OF THIRD PARTIES, AND REGARDLESS OF WHETHER OR NOT ASSIGNOR WAS
OR IS AWARE OF SUCH ACTIVITIES AND REGARDLESS OF WHETHER THE MATERIAL OR
SUBSTANCE NOW EXISTS OR IS PRESENT ON THE ASSETS AND THE SUN DOG WELLS, OR HAS
BEEN RELEASED, DISCHARGED, OR DISPOSED FROM THE ASSETS AND THE SUN DOG WELLS
PRIOR TO ASSIGNMENT TO ASSIGNEE. THIS INDEMNIFICATION SHALL APPLY TO LIABILITY
FOR VOLUNTARY ENVIRONMENTAL RESPONSE ACTIONS UNDERTAKEN PURSUANT EITHER TO THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT ("CERCLA"),
AS SUCH MAY BE AMENDED FROM TIME TO TIME, OR TO ANY OTHER FEDERAL, STATE OR
LOCAL LAW OR REGULATION.
Page 16 of 32
6.3
General Indemnification (Non-Environmental).
(a)
AEPC Indemnity.
EXCEPT AS PROVIDED IN SECTION 6.2 HEREIN, AEPC SHALL RELEASE, INDEMNIFY,
HOLD HARMLESS AND DEFEND, WARREN, ITS PARENT CORPORATION, SUBSIDIARIES AND
AFFILIATES AND ALL OF THEIR DIRECTORS,