BASE PURCHASE PRICE (THE "INDEMNITY DEDUCTIBLE") (SUCH AMOUNT BEING A
DEDUCTIBLE AND NOT A THRESHOLD).
(III)
THE AMOUNT OF LOSSES REQUIRED TO BE PAID BY SELLER TO
INDEMNIFY BUYER PURSUANT TO THIS AGREEMENT SHALL BE REDUCED TO THE EXTENT OF ANY
AMOUNTS ACTUALLY RECEIVED BY BUYER PURSUANT TO THE TERMS OF THE INSURANCE
POLICIES (IF ANY) COVERING SUCH CLAIM AND ANY TAX BENEFITS RECEIVED BY BUYER.
(IV)
EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 14.1(C), SELLER'S
INDEMNIFICATION OBLIGATIONS SHALL NOT COVER ANY LIABILITIES, DUTIES AND
OBLIGATIONS RELATING TO PROPERLY PLUGGING AND ABANDONING WELLS, RESTORING AND
RECLAIMING THE SURFACE, REMOVAL OF ALL PIPELINES, EQUIPMENT, AND RELATED
FACILITIES NOW OR HEREAFTER LOCATED ON THE OIL AND GAS PROPERTIES, AND CLEANING
UP, RESTORING AND REMEDIATION OF THE OIL AND GAS PROPERTIES IN ACCORDANCE WITH
THE ENVIRONMENTAL LAWS AND THE RELEVANT LEASES, OR ANY OTHER VIOLATION OR
CLAIMED VIOLATION OF ENVIRONMENTAL LAWS (INCLUDING BUT NOT LIMITED TO THE
PAYMENT OF FINES, PENALTIES, MONETARY SANCTIONS OR OTHER CIVIL LIABILITIES) OR
THE PRESENCE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS SUBSTANCE
OR HAZARDOUS WASTE FROM THE OIL AND GAS PROPERTIES INTO THE ATMOSPHERE OR INTO
OR UPON LAND OR ANY WATER COURSE OR BODY OF WATER, INCLUDING GROUNDWATER,
WHETHER OR NOT ATTRIBUTABLE TO THE COMPANY'S ACTIVITIES OR THE ACTIVITIES OF
THIRD PARTIES.
ALL SUCH MATTERS ARE COVERED EXCLUSIVELY BY ARTICLE 6 OF THIS
AGREEMENT.
14.2
INDEMNIFICATION BY BUYER.
UPON CLOSING, BUYER
SHALL TO THE FULLEST EXTENT PERMITTED BY LAW, RELEASE, DEFEND, INDEMNIFY, AND
HOLD HARMLESS SELLER'S GROUP FROM AND AGAINST THE FOLLOWING:
(A)
MISREPRESENTATIONS.
ALL LOSSES ARISING FROM THE
BREACH BY BUYER OF ANY REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT
THAT SURVIVES CLOSING;
(B)
BREACH OF COVENANTS.
ALL LOSSES ARISING FROM
THE BREACH BY BUYER OF ANY COVENANT SET FORTH IN THIS AGREEMENT;
(C)
POST-CLOSING LIABILITIES.
ALL LOSSES ARISING
FROM THE OWNERSHIP AND OPERATION OF THE OIL AND GAS PROPERTIES AFTER THE CLOSING
DATE.
14.3
PHYSICAL INSPECTION.
BUYER INDEMNIFIES AND AGREES
TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE SELLER'S GROUP FROM AND
AGAINST
41
ANY AND ALL CLAIMS ARISING FROM BUYER'S INSPECTING AND OBSERVING THE OIL AND GAS
PROPERTIES, INCLUDING (A) CLAIMS FOR PERSONAL INJURIES TO OR DEATH OF EMPLOYEES
OF THE BUYER, ITS CONTRACTORS, AGENTS, CONSULTANTS AND REPRESENTATIVES, AND
DAMAGE TO THE PROPERTY OF BUYER OR OTHERS ACTING ON BEHALF OF BUYER; AND
(B) CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, CAUSES OF ACTION,
COSTS OR EXPENSES FOR PERSONAL INJURIES TO OR DEATH OF EMPLOYEES OF THE SELLER'S
GROUP OR THIRD PARTIES, AND DAMAGE TO THE PROPERTY OF THE SELLER'S GROUP OR
THIRD PARTIES.
THE FOREGOING INDEMNITY INCLUDES, AND THE PARTIES INTEND IT TO
INCLUDE, AN INDEMNIFICATION OF THE SELLER'S GROUP FROM AND AGAINST CLAIMS
ARISING OUT OF OR RESULTING, IN WHOLE OR PART, FROM THE CONDITION OF THE ASSETS
OR THE SELLER'S GROUP'S SOLE, JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE,
STRICT LIABILITY OR FAULT BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SELLER'S GROUP.
14.4
NOTIFICATION.
AS SOON AS REASONABLY PRACTICAL