TERMINATED FOR ANY REASON WHATSOEVER, PURCHASER SHALL, AT
NOBLE'S REQUEST, PROMPTLY RETURN TO NOBLE ALL INFORMATION AND DATA FURNISHED BY
OR ON BEHALF OF NOBLE TO PURCHASER, ITS OFFICERS, EMPLOYEES, REPRESENTATIVES,
AFFILIATES AND POTENTIAL FINANCING SOURCES, IN CONNECTION WITH THE ASSETS OR
PURCHASER'S INVESTIGATION OF THE ASSETS, AND PURCHASER SHALL DELIVER TO NOBLE OR
DESTROY ALL COPIES, EXTRACTS OR EXCERPTS OF SUCH INFORMATION AND DATA AND ALL
DOCUMENTS GENERATED BY PURCHASER THAT CONTAIN ANY PORTION OF SUCH INFORMATION OR
DATA.
7.3
NOTICE OF CERTAIN TITLE MATTERS AND
IMBALANCE.
PURCHASER SHALL NOTIFY NOBLE PROMPTLY (BUT IN NO EVENT TO EXCEED
FIVE (5) DAYS) UPON PURCHASER'S DISCOVERY PRIOR TO CLOSING OF A TITLE BENEFIT OF
THE TYPE DESCRIBED IN SECTION 3.1(F) OR OF AN IMBALANCE (IN EACH CASE) RESULTING
IN AN INCREASE IN THE PURCHASE PRICE HEREUNDER.
7.4
INDEMNITY REGARDING ACCESS.
PURCHASER
AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS NOBLE AND ITS AFFILIATES,
AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES
(COLLECTIVELY, THE "NOBLE INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
COURT COSTS AND REASONABLE ATTORNEYS' FEES) (COLLECTIVELY "LOSSES") IN
CONNECTION WITH PERSONAL INJURIES, INCLUDING DEATH, OR PROPERTY DAMAGE, ARISING
OUT OF OR RELATING TO THE PRE-CLOSING ACCESS OF PURCHASER, ITS AGENTS,
EMPLOYEES, CONTRACTORS, PURCHASER'S ENVIRONMENTAL CONSULTANT AND OTHER
REPRESENTATIVES TO THE ASSETS AND TO OTHER INFORMATION RELATING THERETO AS
PERMITTED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH INJURIES, DEATH OR
DAMAGES ARE CAUSED IN WHOLE OR PART BY THE SOLE, PARTIAL, CONCURRENT OR OTHER
NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF THE NOBLE INDEMNIFIED PARTIES,
EXCEPT TO THE EXTENT CAUSED BY ANY OF THE NOBLE INDEMNIFIED PARTIES' GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. IT IS THE EXPRESS INTENTION OF THE PARTIES
THAT THE INDEMNITY PROVIDED FOR BY THIS SECTION 7.4 CONSTITUTES AN AGREEMENT BY
PURCHASER TO INDEMNIFY AND PROTECT THE NOBLE INDEMNIFIED PARTIES FROM THE
CONSEQUENCES OF THEIR OWN NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT,
REGARDLESS OF WHETHER SAME IS THE SOLE OR A CONCURRENT CAUSE OF THE INJURY,
DEATH OR DAMAGE, EXCEPT AND TO THE EXTENT CAUSED BY ANY NOBLE INDEMNIFIED
PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITH RESPECT TO THE NON-OPERATED
ASSETS, PURCHASER FURTHER AGREES THAT ACCESS SHALL BE CONDITIONED UPON
PURCHASER, ITS AGENTS, EMPLOYEES, CONTRACTORS OR OTHER REPRESENTATIVES EXECUTING
APPROPRIATE BOARDING AGREEMENTS AS MAY BE REQUIRED BY THE OPERATOR OF ANY SUCH
ASSETS.
24
7.5
HSR ACT.
IF APPLICABLE, PURCHASER SHALL
PREPARE AND SUBMIT, IN A TIMELY MANNER, ALL NECESSARY FILINGS FOR PURCHASER IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT UNDER THE HSR
ACT AND THE RULES AND REGULATIONS THEREUNDER.
PURCHASER SHALL REQUEST EXPEDITED
TREATMENT OF SUCH FILING BY THE FEDERAL TRADE COMMISSION, SHALL PROMPTLY MAKE
ANY APPROPRIATE OR NECESSARY SUBSEQUENT OR SUPPLEMENTAL FILINGS, AND SHALL
COOPERATE WITH NOBLE IN THE PREPARATION OF SUCH FILINGS AS ARE NECESSARY AND
APPROPRIATE.
ARTICLE 8
NOBLE'S CONDITIONS OF CLOSING
Noble's obligation to consummate the transactions provided for herein is subject
to the satisfaction or waiver on