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Ventures, LLC from any Environmental Claims relating to the Property or oil and gas <br />leasehold thereunder that arise out of Petroleum Development Corporation's <br />ownership and operation of the Oil and Gas Operations Areas and it's ownership and <br />operation of its Petroleum Pipeline Easements or rights-of-way on the Property. <br />12. EXCLUSION FROM INDEMNITIES. <br />The indemnities of the parties herein shall not cover or include any amounts which the <br />indemnified party is actually reimbursed by any third party. The indemnities in this Agreement <br />shall not relieve any party from any obligations to third parties. <br />13. NOTICE OF CLAIM FOR INDEMNIFICATION. <br />If a Claim is asserted against a party for which the other party would be liable under the <br />provisions of Section 10 or I 1 above, it is a condition precedent to the indemnifying party's <br />obligations hereunder that the indemnified party give the indemnifying party written notice of <br />such Claim setting forth all particulars of the Claim, as known by the indemnified party, <br />including a copy of the Claim (if it is a written Claim). The indemnified party shall make a good <br />faith effort to notify the indemnifying party within five days of receipt of a Claim and shall affect <br />such notice in all events within such time as will allow the indemnifying party to defend against <br />such Claim. <br />14. SUCCESSORS. <br />The terms, covenants, and conditions hereof shall be binding upon and shall inure to the <br />benefit of the parties and their respective heirs, devises, executors, administrators, successors and <br />assigns; provided, as to Petroleum Development Corporation, successors and assigns shall be <br />deemed to be limited to lessees under the oil and gas leases which Petroleum Development <br />Corporation owns. Journey Ventures, LLC may assign this Agreement without the consent of <br />Petroleum Development Corporation as part of the sale of some or all of the Property. <br />15. TERM. <br />This Agreement shall become effective when it is fully executed and shall remain in full <br />force and effect until the earlier to occur of the following: (a) Petroleum Development <br />Corporation's Lease expires or is terminated, and Petroleum Development Corporation has <br />plugged and abandoned all wells and complied with the requirements of all applicable oil and <br />gas leases pertaining to removal of equipment, reclamation, cleanup and all other applicable <br />provisions of the leases and existing laws and regulations or (b) Journey Ventures, LLC's has <br />complied with the requirements of its Mining Permit pertaining to removal of equipment, <br />reclamation, cleanup and all other applicable provisions of the Mining Permit. When this <br />Agreement ceases to be in full force and effect, the Parties shall execute any and all releases <br />necessary to evidence the fact that this Agreement shall no longer apply to the Property <br />16. NOTICES. <br />Any notice or other communication required or permitted under this Agreement shall be <br />sufficient if deposited in U.S. Mail, postage prepaid, addressed to each of the following: <br />Page 8 of 10 <br />17