Common use of Seller’s Indemnification Obligations Clause in Contracts

Seller’s Indemnification Obligations. Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

Seller’s Indemnification Obligations. (i) Seller shallhereby acknowledges, on the date of Closingcovenants and unconditionally, agree (andabsolutely and irrevocably, upon delivery agrees to Purchaser of the Assignmentsindemnify, shall be deemed to have agreed)protect, subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify defend and hold Purchaserharmless, its Affiliates as well as reimburse, Purchaser and its affiliates and their respective successors and permitted assigns and all of their respective stockholdersparents, affiliates, shareholders, officers, directors, members, partners, memberstrustees, managersagents, directors, officer, employees, agents representatives and representatives employees (collectively, the “Purchaser IndemniteesRelated Parties”) harmless to the fullest extent provided by law, from and against against, and for, any and all claimsClaims brought by or otherwise commenced on behalf of any third party, obligationsand all actual, actionsout-of-pocket and/or, subject to the terms of this Agreement, economic damages, liabilities, damages any amounts reasonably incurred to settle any Claims, and losses (including, without limitation, reasonable attorneys’ fees and costs)(collectively, “Losses”) (but in all cases without duplication with respect to any and all payments made by or expenses on behalf of Seller for a breach or default under the certificates and declarations provided to the Title Company in connection with the Closing hereunder (but excluding in either case, fraud or intentional misrepresentation by Seller (to the extent caused by Seller’s actions)) actually incurred by Purchaser or any Related Parties or the Hotel as a direct result of such Claims, to the extent the Closing occurs and such Claims and Losses result from any of the following (collectively, the “Purchaser’s LossesIndemnity Obligations”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: ): (a1) any one or more breach by Seller of Seller’s representations or warranties and/or of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to that expressly survives the Closing, (c) all Property Costs incurred prior but only to the Effective Date extent that such Claims in the aggregate exceed Fifty Thousand and No/100 Dollars (including with regard $50,000.00) (the “Threshold”) (provided that such indemnity shall be for the aggregate Losses incurred thereby measured by the first dollar of Loss); (2) any failure Seller to joint have reported and/or paid any and all transfer taxes assessed or assessable by any governmental authority arising or related in any way to the sale of the Hotel, as well as any and all penalties and interest xxxxxxxx by Seller and related to any participating party’s payments in respect thereof), such transfer taxes; (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e3) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE(4) any Employee Claim to the extent attributable to their employment at the Hotel prior to the Closing Date, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER(5) any physical or personal injury or death caused to any person, ANY OTHER PURCHASER INDEMNITEEor damage to property of unaffiliated third parties, SELLER OR ANY OTHER PERSON. Notwithstanding any other to the extent such injury, death or damage occurred prior to the Closing Date in connection with the Hotel, and (6) except (A) as may be the obligation of Purchaser pursuant to an express provision of this Agreement, Agreement or (iB) for any item for which Purchaser receives a credit at Closing (to the maximum liability extent of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(isuch credit), shall not exceed ten percent (10%) of any Claims brought by a third party to the Purchase Price and (ii) Seller shall have no liability under extent arising from acts, omissions or occurrences that occur or accrue in connection with the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than Hotel prior to the Seller Transaction Representations and Section 4.1(i)) until and unless Closing Date, including, without limitation, with respect to the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout AgreementHotel Contracts.

Seller’s Indemnification Obligations. (i) Subject to Section 5.4, Seller shallhereby acknowledges, on the date of Closingcovenants and unconditionally, agree (andabsolutely and irrevocably, upon delivery agrees to Purchaser of the Assignmentsindemnify, shall be deemed to have agreed)protect, subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify defend and hold Purchaserharmless, its Affiliates as well as reimburse, Purchaser and its affiliates and their respective successors and permitted assigns and all of their respective stockholdersparents, affiliates, shareholders, officers, directors, members, partners, memberstrustees, managersagents, directors, officer, employees, agents representatives and representatives employees (collectively, the “Purchaser IndemniteesRelated Parties”) harmless to the fullest extent provided by law, from and against against, and for, any and all claimsClaims brought by or otherwise commenced on behalf of any third party, obligationsand all actual, actionsout-of-pocket and/or, subject to the terms of this Agreement, economic damages, liabilities, damages any amounts reasonably incurred to settle any Claims, and losses (including, without limitation, reasonable attorneys’ fees and costs)(collectively, “Losses”) (but in all cases without duplication with respect to any and all payments made by or expenses on behalf of Seller for a breach or default under the certificates and declarations provided to the Title Company in connection with the Closing hereunder) actually incurred by Purchaser or any of Purchaser’s Related Parties as a direct result of such Claims, to the extent the Closing occurs and such Claims and Losses result from any of the following (collectively, all items referred to in items (1) - (7) below shall be collectively referred to herein as, the “PurchaserSeller’s LossesIndemnity Obligations”; and all items referred to below as items (2) incurred- (7) (specifically excluding the matters set forth in item (1) below) shall be collectively referred to herein as, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: “Seller’s Non-R&W Indemnity Obligations”): (a1) any one or more breach by Seller of Seller’s representations or warranties; (2) any one or more breach by Seller of any representation, warranty, covenant or agreement of Seller contained in this Agreement Agreement; (in each case without regard 3) any failure of Seller to materiality or have reported and/or paid any qualification as and all Transfer Taxes and/or Sales Taxes, but with respect to Material Adverse Effect)Sales Taxes, (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior solely if such Sales Taxes were required to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx be paid by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or 8.5, in each case, together with any and all penalties and interest related to any such Transfer Taxes and/or Sales Taxes, if applicable as permitted above; (e4) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE(5) any Employee Claim to the extent attributable to their employment at the Hotel prior to the Closing Date, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER(6) any physical or personal injury or death caused to any Person, ANY OTHER PURCHASER INDEMNITEEor damage to property of unaffiliated third parties, SELLER OR ANY OTHER PERSON. Notwithstanding any other to the extent such injury, death or damage occurred prior to the Closing Date in connection with the Hotel, and (7) except (A) as may be the obligation of Purchaser pursuant to an express provision of this AgreementAgreement or (B) for any item for which Purchaser receives a credit at Closing (to the extent of such credit), (i) any Claims or Losses to the maximum liability of Seller under extent arising from acts, omissions or occurrences that occur or accrue in connection with the indemnity provisions of Article 9 or under any other provisions of this AgreementHotel prior to the Closing Date, including, without limitation, with respect to the Hotel Contracts, but, in either each case under clauses (1) through (7), only to the extent that such Claims in the aggregate exceed Fifty Thousand and No/100 Dollars ($50,000.00) (the “Threshold”) (provided that if the Threshold is exceeded, such indemnity shall be for the aggregate Losses incurred thereby measured by the first dollar of Loss notwithstanding such Threshold). Notwithstanding anything to the contrary contained herein, to the extent that any of Seller’s Non-R&W Indemnity Obligations would be covered directly or indirectly by any representations and/or warranty, such Seller’s Non-R&W Indemnity Obligations shall not be deemed to be a Seller’s Non-R&W Indemnity Obligations; it being agreed that any Seller’s Indemnity Obligations arising out of a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent is intended to (10%I) fall within item (1) of Seller’s Indemnity Obligations and be covered by the Purchase Price Post-Closing R&W Liability Cap only, and not (iiII) Seller shall have no liability under be included as part of Seller’s Non-R&W Indemnity Obligations or covered by the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout AgreementPost-Closing Non-R&W Liability Cap.

Seller’s Indemnification Obligations. Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject Subject to the procedures and limitations and procedures contained set forth in this Article 9X, following the Closing, to Sellers jointly and severally shall indemnify and hold harmless the Purchaser, its Affiliates and its the Company and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managersofficers, directors, officer, employees, agents and representatives Affiliates (collectively, the each a “Purchaser IndemniteesIndemnified Party”) harmless from and against any and all claims, obligations, actions, liabilities, damages Losses incurred or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid suffered by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is Indemnified Party based upon, arising out of, or exists by reason otherwise in respect of: (ai) any breach of any representation, warranty, covenant inaccuracies in or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty of the Sellers contained in this Agreement (other than Article IV hereof) or any Closing Certificate, in each case, determined without regard to any qualification with respect to materiality, material adverse effect or other similar qualification; (ii) any breach of any covenant or agreement of any Seller contained in this Agreement or any Closing Certificate (other than any several indemnification obligation of a Seller described in the immediately following sentence); (iii) any Indebtedness of the Company, Customer Advances, Selling Expenses, or Bonus Amounts not fully paid or taken as a reduction to the Purchase Price; (iv) any obligations or liabilities of the Company, whether incurred before or after the Closing, under the Paybridge Contract (other than those related to the Company’s breach after the Closing of the Company’s obligations under Sections 4 and 9 thereof), including, without limitation, any obligations for indemnification pursuant to Section 10 thereof; or (v) (A) any Taxes of the Company attributable to any Pre-Closing Tax Period or Pre-Closing Straddle Period (to the extent allocable to the Sellers as provided in Section 7.2); (B) all Taxes of any member of an affiliated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; and (C) any and all Taxes of any Person (other than the Seller Transaction Representations and Section 4.1(i)Company) until and unless imposed on the aggregate amount of Company as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Closing. Each Seller shall be liable severally indemnify and hold harmless (except that each Principal shall indemnify and hold harmless the Purchaser on a joint and several basis with any Trust for the amount of all which such Principal is a trustee) each Purchaser LossesIndemnified Party from and against any Losses based upon, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller arising out of, or otherwise in respect of its interest under the Farmout (1) any inaccuracies in or any breach of any representation or warranty of such Seller (and not of any other Seller) set forth in Article IV hereof, in each case, determined without regard to any qualification with respect to materiality, material adverse effect or other similar qualification, or (2) any breach of any covenant or agreement of such Seller (and not of any other Seller) contained in Section 11.1 or such Seller’s Employment Agreement.

Seller’s Indemnification Obligations. (a) Subject to the provisions of this Article 8, if the Closing is consummated, Seller shallshall indemnify, on defend and hold harmless to the date of Closing, agree fullest extent permitted by law Buyer and Buyer's Affiliates (and, upon delivery to Purchaser of including the Assignments, shall be deemed to have agreedCD Int Subsidiaries), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officerofficers, employees, employees and agents and representatives (collectively, the “Purchaser Indemnitees”) harmless "Buyer Indemnified Parties"), from and against any and all claimsDamages incurred by the Buyer Indemnified Parties as a result of (i) any breach by Seller of any of the Surviving Representations made by Seller, obligations(ii) any breach of Seller of any of the Surviving Covenants made by Seller; (iii) any breach by Seller of its obligations under the Transition Services Agreement, actionsPersonnel Agreement or Tax Matters Agreement, liabilities, damages or expenses (collectively, “Purchaser’s Losses”iv) incurred, suffered, paid by any liability or resulting obligation relating to any of the Purchaser Indemnitees Excluded Assets, and which results from, arises any Damages arising out of or in connection with, is based upon, or exists by reason of: (a) related to any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality Excluded Asset or any qualification as Action that may relate to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect arise from an Excluded Asset. In determining whether Seller is deemed to have breached any of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision Surviving Representations for purposes of this AgreementSection 8.2, the parties agree that the Surviving Representations shall not be deemed to be qualified or modified by any disclosure set forth in (i) the maximum liability Disclosure Schedule which relates to any Employment- Related Claim (as defined in the Personnel Agreement) by or on behalf of any Former Business Employee (as defined in the Personnel Agreement) or (ii) Section 2.16 of the Disclosure Schedule. The obligations of Seller under the indemnity provisions of this Article 9 or under 8 shall accordingly be determined without reference to any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreementsuch disclosure.

Seller’s Indemnification Obligations. Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject Subject to the limitations and procedures contained set forth in this Article 9XI, following from and after the ClosingClosing Date, to Seller shall indemnify and hold Purchaser, its Affiliates (which from and after the Closing shall include the Company and its Subsidiaries) and their respective successors and permitted assigns and all each of their respective stockholdersofficers, directors, managers, partners, members, managers, directors, officer, employees, employees and agents and representatives (collectively, the “Purchaser IndemniteesIndemnified Parties”) harmless from and against any and all claimsClaims, judgments, causes of action, liabilities, obligations, actionsdamages, liabilitieslosses, damages or expenses deficiencies, costs, penalties, interest and Expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises arising out of or in connection with, is based upon, or exists by reason of: (a) any breach (or failure to be true and correct as of any representationdate required to be true and correct hereunder) of any representation or warranty of Seller or the Company contained in Articles IV or V or confirmed in the certificates delivered by Seller or the Company pursuant to Section 8.3 (in each case, warrantyto the extent that notice of the applicable Claim is given within the survival period specified in Section 11.1), (b) any breach of or failure to perform any agreement or covenant or agreement on the part of Seller contained in this Agreement Agreement, (c) any breach of or failure to perform any agreement or covenant on the part of the Company contained in each case without regard this Agreement, but only to materiality the extent that such agreement or covenant is required to be performed prior to or at Closing, (d) any Warranty Obligations of the Company or any qualification as to Material Adverse Effect)of its Subsidiaries, (be) Seller’s non-compliance with Applicable Laws any (i) Taxes (other than Income Taxes) owing by or agreements in respect of the Properties prior Company or any of its Subsidiaries that accrue on or before the Closing Date, to the Closingextent that such Taxes are not reserved or accrued for on the Final Balance Sheet, (cii) all Property Costs incurred prior any liability for Taxes (including, but not limited to, pursuant to Treasury Regulation Section 1.1502-6) for which the Company or any of its Subsidiaries is responsible (by reason of law or otherwise) by reason of being or having been a member, on or before the Closing Date, of (A) any affiliated group for United States federal income tax purposes, or (B) any affiliated, consolidated, combined, unitary or similar group for United States state or local tax purposes, and (iii) income Taxes owing by or in respect of the Company or any of its Subsidiaries for pre-Closing tax periods (including, with respect to income Taxes relating to a Straddle Period, the portion of any such income Taxes that is allocable to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereofportion of the Straddle Period ending on or before the Closing Date), (d) all costs and expenses incurred by Purchaser associated with to the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 extent that such Taxes are not reserved or accrued for on the Final Balance Sheet or (ef) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSONmatters set forth on Section 11.2(f) of the Company Disclosure Schedule (the “Specified Legal Proceedings”). Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for In order to determine whether a breach (or failure to be true and correct) of any representation or warranty referred to in clause (a) above has occurred, all qualifications or exceptions included in the representations or warranties contained in Article IV or V of this Agreement relating to materiality or “Material Adverse Effect” shall be disregarded solely for purposes of this Article XI (other than the Seller Transaction Representations with respect to those representations and warranties contained in Section 4.1(i5.10 (including Appendix A), shall not exceed ten percent the first sentence of Section 5.15, the first sentence of Section 5.16(a), Section 5.16(c), the first sentence of Section 5.16(d) and in the first sentence of Section 5.17). In order to determine whether a breach (10%or failure to be true and correct) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty contained in Section 5.10 (other than including Appendix A) has occurred, all qualifications or exceptions included in such representations or warranties relating to the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount “Knowledge of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller Company” shall be liable disregarded solely for the amount purposes of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout AgreementArticle XI.

Seller’s Indemnification Obligations. Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser Buyer of the AssignmentsConveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9XI or elsewhere in this Agreement, following the Closing, to indemnify and hold PurchaserBuyer, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, collectively the “Purchaser IndemniteesBuyer’s Indemnified Parties”) harmless from and against any and all claims, demands, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s "Buyer's Losses”") incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) resulting from any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement that survives Closing, or (b) relating to the Properties and attributable or relating to the time before the Effective Date or (c) relating to the Excluded Assets, or (d) relating to the Suspense Funds; provided, however, Seller shall have no obligation to indemnify Buyer Indemnified Parties (i) for any claim under this Section 11.2, unless the claim is asserted, utilizing the procedures set forth in each case without regard to materiality Section 11.4, on or before six months after the Closing Date, (ii) the amount of any qualification as to Material Adverse Effectsuch claim exceeds $50,000.00 (an “Eligible Claim”), (biii) the aggregate dollar amount of all Eligible Claims equals or exceeds $200,000.00, and then only to the extent of the dollar amount of such Eligible Claims in excess of $200,000.00, and (iv) notwithstanding anything to the contrary as set forth in this Agreement, Seller’s non-compliance with Applicable Laws or agreements indemnification obligations under this Agreement shall not exceed, in respect the aggregate, the sum of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON$1,000,000.00. Notwithstanding any the other provision terms and conditions of this Agreement, (i) Seller will retain responsibility for and hold Buyer’s Indemnified Parties harmless from and against all costs, expenses, liabilities, obligations and damages related to all litigation matters identified in Schedule 4.6. Also notwithstanding the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions terms and conditions of this Agreement, in either case for a breach Seller expressly subrogates Buyer to all rights, claims and causes of action Seller may have arising out of any representation latent or warranty other than hidden defects in and to the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout AgreementAssets.

Seller’s Indemnification Obligations. Seller The Sellers shall, on the date of Closingjointly and severally, agree (andindemnify, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify save and hold Purchaserharmless the Buyer, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless Representatives from and against any and all claimscosts, losses, Taxes, Liabilities, obligations, actionsdamages, liabilitieslawsuits, damages or judgments, settlements, awards, deficiencies, claims, demands, expenses (collectivelyincluding reasonable costs of investigation and reasonable attorneys’ fees and expenses), interest, fines, penalties, costs of mitigation, and other losses actually paid to third parties (herein, “Purchaser’s LossesDamages”) incurred), suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or incurred in connection with, is based uponarising out of, resulting from or exists by reason of: incident to (ai) any breach of a representation or warranty of any Seller contained in this Agreement; (ii) any breach of any representation, warranty, covenant or agreement of any Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 Agreement; or (eiii) any Excluded Asset or Excluded Liability. The term “Damages” as used in this Article 8 is not limited to matters asserted by third parties against the Excluded Assets; REGARDLESS OF THE NEGLIGENCESellers or the Buyer, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASERbut includes Damages incurred or sustained by the Sellers or the Buyer in the absence of third party claims. Payments by the Buyer of amounts for which the Buyer is indemnified hereunder, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision and payments by the Sellers of this Agreement, (i) amounts for which the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i)Sellers are indemnified hereunder, shall not exceed ten percent (10%) be a condition precedent to recovery. The Sellers’ obligation to indemnify the Buyer, and the Buyer’s obligation to indemnify the Sellers, shall not limit any other rights, including without limitation rights of the Purchase Price and (ii) Seller shall contribution which any Party may have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation statute or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreementcommon law.

Seller’s Indemnification Obligations. Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser Buyer of the AssignmentsConveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9XI or elsewhere in this Agreement, following the Closing, to indemnify and hold PurchaserBuyer, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, collectively the “Purchaser IndemniteesBuyer’s Indemnified Parties”) harmless from and against any and all claims, demands, obligations, actions, liabilities, damages or expenses (collectively, “PurchaserBuyer’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) resulting from any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement that survives Closing, or (b) relating to the Properties and attributable or relating to the time before the Effective Date or (c) relating to the Excluded Assets, or (d) relating to the Suspense Funds; provided, however, Seller shall have no obligation to indemnify Buyer Indemnified Parties (i) for any claim under this Section 11.2, unless the claim is asserted, utilizing the procedures set forth in each case without regard to materiality Section 11.4, on or before six months after the Closing Date, (ii) the amount of any qualification as to Material Adverse Effectsuch claim exceeds $50,000.00 (an “Eligible Claim”), (biii) the aggregate dollar amount of all Eligible Claims equals or exceeds $200,000.00, and then only to the extent of the dollar amount of such Eligible Claims in excess of $200,000.00, and (iv) notwithstanding anything to the contrary as set forth in this Agreement, Seller’s non-compliance with Applicable Laws or agreements indemnification obligations under this Agreement shall not exceed, in respect the aggregate, the sum of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON$1,000,000.00. Notwithstanding any the other provision terms and conditions of this Agreement, (i) Seller will retain responsibility for and hold Buyer’s Indemnified Parties harmless from and against all costs, expenses, liabilities, obligations and damages related to all litigation matters identified in Schedule 4.6. Also notwithstanding the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions terms and conditions of this Agreement, in either case for a breach Seller expressly subrogates Buyer to all rights, claims and causes of action Seller may have arising out of any representation latent or warranty other than hidden defects in and to the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout AgreementAssets.