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09/28/09 08:29 FA% 970 9~8 9777 e9/28/20U9 U8. L9 F'AA aTL a u 84LU BATAA OIL mracix tuvntcux vu ~009~ ~y~ of such Clamp setting forth all particulars of the Claim, as known by the indemnified party, including a copy of the Claim (if it was a written Claire). The indemnified party shall make a good faith effort to notify the indemnifying party within one month of receipt of a Claim and shall affect such notice its all events within such. tune as will allow the indemnifying party to defend against such Claim and no later than thlt:e calendar months after receipt of the Claim by the indemnified party. 12. REPRESENTATIONS. 't'he parties represent to ono another that each one has the full right and authority to enter into this Agreement. Hall-Irwin furtherretnese~ that it is the sole owner of a sand, gravel and aggregate mining lease covering the Property, and that 1t has full power, right and authority to enter into this Agreement and to grant the rights comemplated herein. Merit does not represe~ that it hoe rlghts to settle matters for the mineral owners in the Properly. Merit represents that it is the sole owner of the working interest is the ail and gas lease coveting the portion of the I'ropcrty described o~n Exhibit $ attached hereto fmm the surface to the depth of the formations currently being produced from the Wells. 13. SUCCESSORS. The terms, covenants, and conditio~ne hm[eof shall be binding upon sad shall intrrc to the bottefit of the parties and their respective successors and assigns; provided, as to Merit, successors and assigns shall be deemed limited to lessees tinder the oil and gas lease which Merit owns and as bo Ball-Irwiri, saceessots and assigns shall be deemed limited to lessees tinder the sand and gravel lease Ball-Iraria owns. 14. TERM. This Agreement shall become ei~Fective when it is fully executed sad shall remain im full force and ct1ect until Merit's leasehold estate expires or is terminated, and Merit has plugged and abandoned all wells and complied with the requirements of all applicable ail and gas losses porta''n1eg to removal of equipmelrt, reclamation, cleanup and all other applicable provisions of the leases and existing laws and regulations. When this Agreement ceases to be is full force and effect, the Parties shall execabe any and all releases necessary to evidence the feat that this Agreement shall no longer apply to the Property, 15. FORCE MAJEURE. In the event either party is rendered unable by an event of Force Majeure (defined below) to perform, wholly or in part, airy obIigatioa set forth is this Aa'e~teat, other thaw the obl(gatioa to pay money, they rho pafomrance by the affected party will. be suspended doting the confinnattce of such event of Force M~jetue. The party experienoing an event ' Page 8 of 12