POINT(S), (ii) GATHERER'S
OWNERSHIP AND OPERATION OF THE GATHERING SYSTEM, (iii) THE SERVICES PROVIDED BY
GATHERER PURSUANT TO THIS AGREEMENT, (iv) GATHERER'S BREACH OF THIS AGREEMENT,
OR (v) ANY VIOLATION OF THE LAW, REGARDLESS OF PRODUCER'S OR PROCESSOR'S SOLE,
CONCURRENT OR COMPARATIVE NEGLIGENCE.
PROCESSOR HEREBY AGREES TO INDEMNIFY,
HOLD HARMLESS, PROTECT, DEFEND AND DISCHARGE GATHERER AND PRODUCER AND THEIR
AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS, FOR, FROM AND AGAINST ANY AND ALL JUDGMENTS,
EXECUTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, SUITS, DEBTS AND SUMS OF MONEY,
ACCOUNTINGS, DUES, PENALTIES, FINES, CLAIMS (INCLUDING, WITHOUT LIMITATION,
CLAIMS FOR CONTRIBUTION), LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES
(INCLUDING COURT COSTS, REASONABLE COSTS OR INVESTIGATION, DEFENSE AND
ATTORNEY'S FEES) OF ANY NATURE, KIND OR DESCRIPTION BROUGHT BY ANY PERSON OR
ENTITY, WHETHER LEGAL OR EQUITABLE, WHICH ARISE OUT OF, RESULT FROM OR ARE IN
ANY WAY RELATED TO (i) PROCESSOR'S OWNERSHIP AND CONTROL OF THE GAS AFTER THE
GAS PASSES THROUGH THE PLANT DELIVERY POINT(S) AND PRIOR TO THE TIME THAT THE
RESIDUE GAS PASSES THROUGH THE RESIDUE GAS DELIVERY POINT(S) AND THE PLANT
PRODUCTS PASS THROUGH THE PLANT PRODUCTS DELIVERY POINT , (ii) PROCESSOR'S
OWNERSHIP AND OPERATION OF THE PLANT, (iii) THE SERVICES PROVIDED BY PROCESSOR
PURSUANT TO THIS AGREEMENT, (iv) PROCESSOR'S BREACH OF THIS AGREEMENT, OR (v)
ANY VIOLATION OF THE LAW, REGARDLESS OF GATHERER'S OR PRODUCER'S SOLE,
CONCURRENT OR COMPARATIVE NEGLIGENCE.
THE INDEMNIFICATION RIGHTS HEREIN SHALL
BE CUMULATIVE OF, AND IN ADDITION TO, ANY AND ALL OTHER RIGHTS, REMEDIES OR
RECOURSE OF THE PARTIES AND SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS
AGREEMENT.
TO THE EXTENT AND ONLY TO THE EXTENT THE FOREGOING INDEMNIFICATION
RIGHTS ARE BY LAW, EITHER INAPPLICABLE OR NOT ENFORCEABLE, PRODUCER, GATHERER
AND PROCESSOR SHALL EACH BE RESPONSIBLE FOR THE RESULTS OF ITS OWN
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ACTIONS AND FOR THE ACTIONS OF THOSE PERSONS AND ENTITIES OVER WHICH IT
EXERCISES CONTROL.
ARTICLE XVIII -
FORCE MAJEURE
In the event any Party is rendered unable, either wholly or in part, by force
majeure to carry out its obligations under this Agreement, other than the
obligation to make payments due hereunder, it is agreed that on such Party
giving notice and full particulars of such inability by telephone and in writing
to the other Parties as soon as possible after the occurrence of the cause
relied on, then the obligations of the Party giving such notice, so far as they
are affected by such force majeure, shall be suspended during the continuance of
any inability so caused, but for no longer period, and such cause shall, as far
as possible, be remedied with all reasonable dispatch.
The term "force majeure"
as employed herein shall mean any act or event which wholly or partially
prevents or delays the performance of obligations arising under this Agreement
if such act or event is not reasonably within the control of and not caused by
the fault or negligence of the Party claiming force majeure and which by the
exercise