| 10. Indemnification and Warranty 10.1 Producer’s Liability and Indemnification. Producer shall retain title to and possession of Producer's gas until delivered to IACX at the Receipt Point(s) and shall be fully responsible and liable for any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from personal injury, death, property damage, environmental damage, pollution, or contamination relating to Producer's gas while in Producer's control and possession, and Producer agrees to release, indemnify and defend IACX with respect thereto. Producer further agrees to release, indemnify and defend IACX from and against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from personal injury, death, property damage, environmental damage, pollution, or contamination relating to Producer's ownership and/or operation of any facilities delivering gas to the Receipt Point(s). 10.2 IACX's Liability and Indemnification. IACX shall take title to and control the gas upon its delivery to IACX at the Receipt Point(s) and shall be fully responsible and liable for any and all damages, claims, action, expenses, penalties and liabilities, including attorneys' fees, arising from personal injury, death, property damage, environmental damage, pollution or contamination relating to the gas while in IACX's control and possession, and IACX agrees to release, indemnify and defend Producer with respect thereto. However, if, without IACX's prior knowledge, Producer has delivered Off-Specification gas, then Producer shall be responsible for, and shall reimburse IACX for all actual expenses, damages and costs resulting therefrom, provided that IACX has, upon gaining knowledge of the existence of such contaminants, provided notice as soon as possible to Producer and terminated further receipts of the Off-Specification gas as soon as practicable. If IACX, at its sole discretion, elects to accept the Off-Specification gas, then IACX shall be responsible for, and Producer shall be relieved of any liability to IACX subsequent to the date upon which IACX agreed to accept the Off-Specification gas (but only as to the specific volumes and chemical composition agreed to by IACX), for damages to IACX's Facilities arising from Off-Specification gas. IACX further agrees to release, indemnify and defend Producer from and against any and all damages, claims, actions, expenses, penalties and liabilities, including attorneys' fees, arising from personal injury, death, property damage, environmental damage, pollution or contamination relating to IACX's ownership and/or operation of the Facilities and/or IACX's performance or nonperformance of its obligations under this Agreement. 10.3 IN NO EVENT WILL IACX BE LIABLE FOR ANY LOST PROFITS, LOSS OF BUSINESS, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF ANY BREACH OF ITS OBLIGATIONS OR PERFORMANCES UNDER THIS AGREEMENT. 10.4 Warranty. Producer represents and warrants that it has good and clear title to or the right to deliver, Process, and sell the gasdedicated under this Agreement and further warrants that the gas is free and clear of all liens,encumbrances and adverse claims whatsoever, including tax liens. Producer agrees to indemnify IACX and save it harmless from all suits, actions, claims, debts, accounts, damages, costs (including attorney's fees), losses, liens, license fees, and expenses that arise from Producer's obligations under this Section. Producer represents and warrants to IACX that all Gas delivered by Producer, or for its account, to IACX hereunder (i) was produced in the state of New Mexico, (ii) has not been sold, consumed, transported or otherwise utilized in interstate commerce at any point upstream of the Receipt Points hereunder, and (iii) has not been commingled at any point upstream of the Receipt Points hereunder with other Gas which has been sold, consumed, transported or otherwise utilized in interstate commerce in such a manner which will or would subject the Gas hereunder or IACX's or its designee's facilities, or any portion thereof, to the jurisdiction of the Federal Energy Regulatory Commission or any successor |