EXTENT AND ONLY TO THE EXTENT THAT SAME
ARE DETERMINED TO BE THE RESULT OF OR CAUSED BY NOBLE'S VIOLATION OF, FAILURE TO
FULFILL DUTIES IMPOSED BY OR INCURRENCE OF LIABILITY UNDER APPLICABLE LAW AND
FURTHER TO THE EXTENT ONLY THAT SUCH LOSSES ARE THE RESULT OF A THIRD-PARTY
("THIRD-PARTY" SHALL NOT INCLUDE PURCHASER'S OFFICERS, AFFILIATES, EMPLOYEES,
CONTRACTORS, AGENTS, REPRESENTATIVES OR POTENTIAL FINANCING SOURCES) CLAIM,
LAWSUIT OR ADMINISTRATIVE PROCEEDING THAT IS FILED, ISSUED OR COMMENCED AGAINST
PURCHASER WITHIN THREE HUNDRED SIXTY-FIVE (365) DAYS FOLLOWING THE CLOSING DATE.
(II)
WITH RESPECT TO ANY AND ALL WELLS AND
FACILITIES INCLUDED IN THE ASSETS, INCLUDING WITHOUT LIMITATION, WELLS AND
FACILITIES CURRENTLY IN USE, AND WELLS AND FACILITIES THAT HAVE BEEN TEMPORARILY
OR PERMANENTLY ABANDONED, PURCHASER, FROM AND AFTER CLOSING, ACCEPTS SOLE
RESPONSIBILITY FOR SAME AND AGREES TO PAY ALL COSTS AND EXPENSES ASSOCIATED WITH
PLUGGING AND ABANDONMENT OF ALL WELLS, DECOMMISSIONING OF ALL FACILITIES
INCLUDED IN THE ASSETS, AND CLEARING OF SITES AND RESTORING SEABEDS ASSOCIATED
WITH THE ASSETS, AND MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT,
DECOMMISSIONING, SITE CLEARANCE OR SEABED RESTORATION OPERATIONS ARE NOT
COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE PLUGGING
AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR SEABED RESTORATION
OPERATIONS AS A BREACH OF NOBLE'S REPRESENTATIONS AND WARRANTIES UNDER THIS
AGREEMENT OR THE BASIS FOR ANY OTHER REDRESS AGAINST NOBLE, AND PURCHASER (ON
BEHALF OF PURCHASER AND ITS SUCCESSORS AND ASSIGNS) IRREVOCABLY WAIVES ANY AND
ALL CLAIMS THEY MAY HAVE AGAINST NOBLE ASSOCIATED WITH THE SAME.
PURCHASER,
FROM AND AFTER THE CLOSING DATE, HEREBY RELEASES THE NOBLE INDEMNIFIED PARTIES
FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY, AND HOLD THE NOBLE INDEMNIFIED
PARTIES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT
OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, PLUGGING AND ABANDONMENT OF
WELLS, DECOMMISSIONING OF FACILITIES, AND CLEARING OF SITES AND RESTORING
SEABEDS ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER
THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS
OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE,
CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR
30
OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF ANY OF THE NOBLE INDEMNIFIED
PARTIES, OR ANY PREEXISTING DEFECT.
(III)
ANY AND ALL OBLIGATIONS TO MAKE UP, DELIVER
OR PAY FOR HYDROCARBONS UNDER ANY GAS BALANCING OR SIMILAR ARRANGEMENTS
AFFECTING THE ASSETS IN RESPECT OF AMOUNTS OWED THEREUNDER BY NOBLE AS OF THE
EFFECTIVE TIME.
(B)
EXCEPT FOR THE MATTERS COVERED BY SECTION
11.4(C) AND ARTICLE 16 (WHICH SHALL CONTROL WITH RESPECT TO THE MATTERS COVERED
THEREBY), PURCHASER AGREES, FROM AND AFTER THE CLOSING DATE, TO RELEASE,
INDEMNIFY, DEFEND AND HOLD HARMLESS THE NOBLE INDEMNIFIED PARTIES FROM AND
AGAINST ANY AND ALL LOSSES THAT ARE ATTRIBUTABLE TO (I) THE ASSUMED OBLIGATIONS
OR (II) A BREACH BY PURCHASER OF ANY OF ITS REPRESENTATIONS, WARRANTIES,
COVENANTS OR AGREEMENTS HEREUNDER.
(C)
EXCEPT FOR THE MATTERS COVERED BY ARTICLE
16 (WHICH SHALL CONTROL WITH RESPECT TO THE