ASBESTOS AND/OR NATURALLY-OCCURRING RADIOACTIVE MATERIAL ("NORM").
IN THIS
REGARD, BUYER EXPRESSLY UNDERSTANDS THAT NORM MAY AFFIX OR ATTACH ITSELF TO
INSIDE OF WELLS, MATERIALS AND EQUIPMENT AS SCALE OR IN OTHER FORMS, AND THAT
WELLS, MATERIALS AND EQUIPMENT LOCATED ON THE OIL AND GAS PROPERTIES DESCRIBED
HEREIN MAY CONTAIN NORM AND THAT NORM-CONTAINING MATERIALS MAY BE BURIED OR HAVE
BEEN OTHERWISE DISPOSED OF ON THE OIL AND GAS PROPERTIES.
BUYER ALSO EXPRESSLY
UNDERSTANDS THAT SPECIAL PROCEDURES MAY BE REQUIRED FOR THE REMOVAL AND DISPOSAL
OF
17
ASBESTOS AND NORM FROM THE OIL AND GAS PROPERTIES WHERE IT MAY BE FOUND, AND
THAT UPON CONSUMMATION OF THE CLOSING THE COMPANY SHALL BE DEEMED TO HAVE
RETAINED ALL LIABILITY WHEN SUCH ACTIVITIES ARE PERFORMED
6.2
INSPECTION AND TESTING.
(A)
PRIOR TO CLOSING, BUYER SHALL HAVE THE RIGHT, AT
ITS SOLE COST AND RISK, TO REVIEW SELLER'S OR THE COMPANY'S PHASE I
ENVIRONMENTAL ASSESSMENTS OF THE OIL AND GAS PROPERTIES, IF ANY EXIST, AND TO
CONDUCT ANY FURTHER ENVIRONMENTAL ASSESSMENT OF THE OIL AND GAS PROPERTIES IT
DEEMS APPROPRIATE, TO THE EXTENT THAT SELLER OR THE COMPANY HAS THE AUTHORITY TO
GRANT SUCH RIGHT TO BUYER.
BUYER SHALL IMMEDIATELY PROVIDE TO SELLER ANY DATA
OBTAINED FROM SUCH ASSESSMENTS, INCLUDING ANY REPORTS AND CONCLUSIONS.
SELLER,
THE COMPANY AND BUYER SHALL KEEP ALL INFORMATION RELATING TO SUCH ASSESSMENTS
STRICTLY CONFIDENTIAL WHETHER OR NOT CLOSING OCCURS, EXCEPT AS MAY BE REQUIRED
PURSUANT TO ANY ENVIRONMENTAL LAWS.
(B)
BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST
SELLER, THE COMPANY, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES AND THEIR SUCCESSORS AND
ASSIGNS (COLLECTIVELY, THE "SELLER'S GROUP"), FOR INJURY TO OR DEATH OF PERSONS,
OR DAMAGE TO PROPERTY, ARISING IN ANY WAY FROM THE EXERCISE OF RIGHTS GRANTED TO
BUYER IN SECTION 6.2(A) ABOVE OR THE ACTIVITIES OF BUYER OR ITS EMPLOYEES,
AGENTS OR CONTRACTORS ON THE OIL AND GAS PROPERTIES PURSUANT TO
SECTION 6.2(A) ABOVE.
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE SELLER'S GROUP, BUYER SHALL INDEMNIFY THE SELLER'S
GROUP AGAINST AND HOLD THE MEMBERS OF THE SELLER'S GROUP HARMLESS FROM ANY AND
ALL REASONABLE LOSS, COST, DAMAGE, EXPENSE OR LIABILITY, INCLUDING REASONABLE
ATTORNEY'S FEES, WHATSOEVER ARISING OUT OF (I) ANY AND ALL STATUTORY OR COMMON
LAW LIENS OR OTHER ENCUMBRANCES FOR LABOR OR MATERIALS FURNISHED IN CONNECTION
WITH SUCH TESTS, SAMPLINGS, STUDIES OR SURVEYS AS BUYER MAY CONDUCT WITH RESPECT
TO THE OIL AND GAS PROPERTIES; AND (II) ANY INJURY TO OR DEATH OF PERSONS OR
DAMAGE TO PROPERTY OCCURRING IN, ON OR ABOUT THE OIL AND GAS PROPERTIES AS A
RESULT OF SUCH EXERCISE OR ACTIVITIES.
(C)
"ENVIRONMENTAL LAWS" MEANS ALL APPLICABLE
LOCAL, STATE, AND FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS REGULATING OR
OTHERWISE PERTAINING TO: (I) THE USE, GENERATION, MIGRATION, STORAGE, REMOVAL,
TREATMENT, REMEDY, DISCHARGE, RELEASE, TRANSPORTATION, DISPOSAL, OR CLEANUP OF
POLLUTANTS, CONTAMINATION, HAZARDOUS WASTES, HAZARDOUS SUBSTANCES, HAZARDOUS
MATERIALS, TOXIC SUBSTANCES OR TOXIC POLLUTANTS; (II) SURFACE WATERS, GROUND
WATERS, AMBIENT AIR