1978 AND
SUBPART B OF SECTION 284 OF THE REGULATIONS OF THE FEDERAL ENERGY REGULATORY
COMMISSION (THE "TRANSPORTATION REGULATIONS") OR ANY SUCCESSOR AUTHORITY AND
(ii) IN COMPLIANCE WITH THE TRANSPORTATION REGULATIONS.
CUSTOMER AGREES TO
INDEMNIFY EAGLE FORD AND ITS MEMBERS FROM AND AGAINST ANY AND ALL LIABILITIES,
SUITS, ACTIONS, DEBTS, ACCOUNTS, DAMAGES, COSTS (INCLUDING REASONABLE ATTORNEYS'
FEES), LOSSES, EXPENSES, FINES AND PENALTIES ARISING FROM OR OUT OF CUSTOMER'S
BREACH OF THIS WARRANTY.
18.5
INDEMNIFICATION. SUBJECT TO THE OTHER PROVISIONS HEREOF,
EACH OF
EAGLE FORD AND CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD THE OTHER AND THEIR
RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, AND EMPLOYEES HARMLESS FROM CLAIMS,
DEMANDS, AND CAUSES OF ACTION OF EVERY TYPE AND CHARACTER ARISING OUT OF ITS
PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT (INCLUDING EXPENSES AND
REASONABLE ATTORNEY'S FEES RELATED THERETO) WHICH ARE ASSERTED AGAINST THE
INDEMNITEE BY ANY PERSON (INCLUDING, WITHOUT LIMITATION, CUSTOMER'S AND EAGLE
FORD'S EMPLOYEES) FOR PERSONAL INJURY, DEATH, OR LOSS OF OR DAMAGE TO PROPERTY
WHICH IS THE RESULT OF THE SOLE NEGLIGENCE OR THE SOLE WILLFUL MISCONDUCT OF THE
INDEMNITOR. WHERE PERSONAL INJURY, DEATH, OR LOSS OF OR DAMAGE TO PROPERTY IS
THE RESULT OF JOINT NEGLIGENCE OR JOINT WILLFUL MISCONDUCT OF CUSTOMER AND EAGLE
FORD, OR EITHER OF THESE TWO PARTIES, OR EITHER OF THEM AND ONE OR MORE THIRD
PARTIES, THE INDEMNITOR'S DUTY OF INDEMNIFICATION SHALL BE IN THE SAME
PROPORTION THAT THE INDEMNITOR'S NEGLIGENT ACTS OR OMISSIONS CONTRIBUTED
THERETO. IF CUSTOMER OR EAGLE FORD IS STRICTLY LIABLE UNDER LAW OR STATUTE, THE
INDEMNITOR'S DUTY OF INDEMNIFICATION SHALL BE IN THE SAME PROPORTION THAT THE
INDEMNITOR'S NEGLIGENT ACTS OR OMISSIONS CONTRIBUTED TO THE PERSONAL
INJURY, ILLNESS, DEATH OR LOSS OF OR DAMAGE TO PROPERTY FOR WHICH THE INDEMNITEE
IS
17
STRICTLY LIABLE.
18.6
LIMITATION OF CLAIMS; SURVIVAL. EACH PARTY WAIVES ALL RIGHTS, EXCEPT
SUCH RIGHTS AS ARE OTHERWISE EXPLICITLY RETAINED HEREIN, TO CLAIM INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES WHICH IN ANY WAY RELATE TO A CLAIM UNDER OR A
BREACH OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, THE PARTIES' RESPECTIVE RIGHTS AND OBLIGATIONS UNDER THIS
ARTICLE XVIII SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR THE APPLICABLE
PERIODS OF LIMITATIONS.
ARTICLE XIX - SUCCESSORS AND ASSIGNS
19.1
Binding of Terms. All the terms and conditions of this Agreement
shall extend to and be binding upon the respective successors and assigns of the
Parties hereto.
19.2
Assignments. The Parties have entered into this Agreement in
anticipation of continued performance hereunder, and, accordingly, the rights
and obligations of either Party hereunder shall not be assigned without the
prior written consent of the other Party, which shall not be unreasonably
withheld or delayed. Assignments of this Agreement may be made in whole or in
part.
Without the consent of the other Party hereto, either Party hereto may
assign its rights hereunder to an affiliate which directly or indirectly owns or
is owned by or is under common control of another affiliate or affiliates of the
Party making the assignment.
19.3
Pledged