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resolution of such matters in a manner reasonably acceptable to the Purchasers'
Indemnified Persons and shall diligently and timely prosecute such resolution to
completion; provided, however, with respect to those claims that may be
satisfied by payment of a liquidated sum of money, the Seller may, in its sole
discretion, but shall not be required to, promptly pay the amount so claimed to
the extent supported by reasonable documentation and so long as any settlement
includes a complete release of all Purchasers' Indemnified Persons. If
litigation or any other Proceeding is commenced or threatened, the provisions of
Section 10.3 shall control.

     Section 10.2 Indemnification by the Purchasers. Subject to the limitations
described in Section 10.6, each Purchaser, jointly and severally,
unconditionally, absolutely and irrevocably agrees to and shall defend,
indemnify and hold harmless the Seller and each of Seller's Subsidiaries,
stockholders, partners, Affiliates, officers, directors, employees, agents,
successors, assigns, heirs and legal and personal representatives (the Seller
and all such persons or other entities are collectively referred to as the
"Seller's Indemnified Persons") from and against, and shall reimburse the
Seller's Indemnified Persons for, each Loss paid, imposed on or incurred by the
Seller's Indemnified Persons:

     (a) resulting from any inaccuracy in any representations or warranties of
the Purchasers under this Agreement, or any certificate delivered or to be
delivered by the Purchasers pursuant hereto,

     (b) to the extent caused by any breach of any covenant or agreement in this
Agreement by the Purchasers,

     (c) which is an Assumed Liability, or

     (d)  because of, resulting from or arising out of the operation of the
Business after the Closing Date, and

any and all actions, suits, claims, proceedings, investigations, demands,
assessments, audits, fines, judgments, costs and other Losses (including without
limitation disbursements and expenses of attorneys) incident to any of the
foregoing or to the enforcement of this Section 10.2.

With respect to matters not involving Proceedings commenced or threatened by
third parties, within five (5) days after notification from the Seller's
Indemnified Persons supported by reasonable documentation setting forth the
nature of the circumstances entitling the Seller's Indemnified Persons to
indemnity hereunder, the Purchasers or Enterra (as the case may be), at no cost
or expense to the Seller's Indemnified Persons, shall acknowledge, if Purchasers
agree to so indemnify, to the Seller's Indemnified Persons their obligations to
indemnify under this Section 10.2 and shall diligently commence resolution of
such matters in a manner reasonably acceptable to the Seller's Indemnified
Persons and shall diligently and timely prosecute such resolution to completion;
provided, however, with respect to those claims that may be satisfied by payment
of a liquidated sum of money, the Purchasers or Enterra (as the case may be) may
promptly pay the amount so claimed to the extent supported by reasonable
documentation and so long as any settlement includes a complete release of all
Seller's Indemnified Persons. If litigation or any other Proceeding is commenced
or threatened, the provisions of Section 10.3 shall control.

     Section 10.3 Notice and Defense of Third Party Claims. If any Proceeding
shall be brought or asserted under this Article against an indemnified party or
any successor thereto (the "Indemnified Person") in respect of which indemnity
may be sought under this Article from an indemnifying person or any successor
thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt
written notice of such Proceeding to the Indemnifying Person who shall assume
the defense thereof, including the employment of counsel reasonably satisfactory
to the Indemnified Person and the payment of all expenses. Actual or threatened
action by a Governmental Authority or other entity is not a condition or
prerequisite to the Indemnifying Person's obligations under this Article. The
Indemnified Person shall have the right to employ separate counsel in any of the
foregoing Proceedings and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the

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