OR MAINTAINED BY PRODUCER OR ITS
OPERATORS UPSTREAM OF THE GATHERING SYSTEM RECEIPT POINT, REGARDLESS OF WHETHER
SUCH WAS REQUIRED BY THE TERMS OF THIS AGREEMENT, (III) ANY ACCESS TO GATHERER'S
PROPERTY BY (OR ANY DELIVERY OF GATHERER'S RECORDS OR CHARTS TO) PRODUCER OR ITS
REPRESENTATIVES, EMPLOYEES, AGENTS OR CONTRACTORS, (IV) PRODUCER'S BREACH OF
THIS AGREEMENT, OR (V) ANY VIOLATION OF THE LAW BY PRODUCER, IN EACH CASE
REGARDLESS OF ANY SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OR STRICT LIABILITY
OF GATHERER OR ANY OF THE PERSONS INDEMNIFIED BY PRODUCER UNDER THE FOREGOING
PROVISIONS.
GATHERER HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS, PROTECT, DEFEND AND
DISCHARGE PRODUCER AND ITS 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 OF INVESTIGATION,
DEFENSE AND ATTORNEY'S FEES) FOR THE INJURY TO OR DEATH OF ANY PERSON
(INCLUDING, WITHOUT LIMITATION, EACH OF PRODUCER'S AND GATHERER'S EMPLOYEES,
AGENTS AND CONTRACTORS) OR PROPERTY DAMAGE OF ANY NATURE, KIND OR DESCRIPTION OR
ANY OTHER CLAIM OF ANY NATURE, KIND OR DESCRIPTION BROUGHT BY ANY PERSON,
WHETHER LEGAL OR EQUITABLE, WHICH ARISES OUT OF OR RESULTS FROM (I) GATHERER'S
OWNERSHIP AND CONTROL OF THE GAS AFTER THE GAS PASSES THROUGH THE GATHERING
SYSTEM RECEIPT POINTS TO THE TIME THAT THE GAS PASSES THROUGH THE DELIVERY
POINT(S), (II) GATHERER'S OWNERSHIP AND OPERATION OF THE GATHERING SYSTEM, (III)
GATHERER'S BREACH OF THIS AGREEMENT, OR (IV) ANY VIOLATION OF THE LAW BY
GATHERER, IN EACH CASE REGARDLESS OF ANY SOLE, CONCURRENT OR COMPARATIVE
NEGLIGENCE OR STRICT LIABILITY OF PRODUCER OR ANY OF THE PERSONS INDEMNIFIED BY
GATHERER UNDER THE FOREGOING PROVISIONS.
21
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 AND GATHERER SHALL EACH BE RESPONSIBLE FOR THE RESULTS
OF ITS OWN ACTIONS AND FOR THE ACTIONS OF THOSE PERSONS AND ENTITIES OVER WHICH
IT EXERCISES CONTROL.
15.3
NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 15 OR
ELSEWHERE IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR
ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT
DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT OR
CONTRACT, IN CONNECTION WITH OR OTHERWISE ARISING OUT OF THIS AGREEMENT, EXCEPT
TO THE EXTENT SUCH DAMAGES HAVE BEEN AWARDED TO A THIRD PARTY WHO IS NOT AN
AFFILIATE OF A PARTY AND ARE SUBJECT TO ALLOCATION BETWEEN OR AMONG THE PARTIES
PURSUANT TO ANY TERMS OF THIS AGREEMENT.
FOR PURPOSES OF THIS SECTION 15.3,
"AFFILIATE" SHALL MEAN, AS TO THE PERSON SPECIFIED, ANY PERSON CONTROLLING,
CONTROLLED BY OR UNDER COMMON CONTROL WITH SUCH