Common use of Claim Procedure Clause in Contracts

Claim Procedure. BreitBurn shall give Quicksilver prompt written notice of any third party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2, together with the estimated amount of such Action or Damages, and Quicksilver shall have the right to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Law.

Claim Procedure. BreitBurn shall (a) A Purchaser Indemnified Party that seeks indemnity under this Article VIII will give Quicksilver prompt written notice of any third party Action or other Damages claims which may give rise (a “Claim Notice”) to any indemnity obligation under this Section 9.2the Shareholder Representative containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damages, and Quicksilver shall have the right reasonably expected to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Purchaser Indemnified Party, settle any Action or claim against (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by such BreitBurn Purchaser Indemnified Party or consent and (iii) a demand for payment of those Losses. If, in the judgment of the Purchaser Indemnified Party, the facts underlying such Claim Notice concern a single Shareholder, such Shareholder will be provided with a courtesy copy of such Claim Notice at such address that the Purchaser Indemnified Party determines after a reasonably inquiry. (b) Within 60 days after delivery of a Claim Notice, the Shareholder Representative will deliver to the entry of any judgment with respect thereto that Purchaser Indemnified Party a written response in which the Shareholder Representative will either: (i) does not result in a final resolution agree that the Purchaser Indemnified Party is entitled to receive all of the BreitBurn Losses at issue in the Claim Notice; or (ii) dispute the Purchaser Indemnified Party’s liability with respect entitlement to indemnification by delivering to the Purchaser Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such Action or claim disputed item and certifying that all such disputed items are being disputed in good faith. (includingc) If the Shareholder Representative fails to take either of the foregoing actions within 60 days after delivery of the Claim Notice, then the Shareholders will be deemed to have irrevocably accepted the Claim Notice and the Shareholders will be deemed to have irrevocably agreed to pay the Losses at issue in the case of a settlement, Claim Notice. (d) If the Shareholder Representative delivers an unconditional written release Objection Notice to the Purchaser Indemnified Party within 60 days after delivery of the BreitBurn Indemnified Party from all further liability Claim Notice, then the dispute will be resolved in respect accordance with the provisions of Section 11.8. -57- (e) The foregoing indemnification payments will be made within five Business Days after the date on which (i) the amount of such Action or claimpayments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 8.5(c) if an Objection Notice has not been timely delivered in accordance with Section 8.5(b) or (iiiii) would result both such amount and the Shareholders’ obligation to pay such amount have been determined in accordance with Section 8.5(d) if an Objection Notice has been timely delivered in accordance with Section 8.5(b) (the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Law“Settlement Date”).

Claim Procedure. BreitBurn If a claim for Losses (a “Claim”) is to be made by an indemnified party, such indemnified party shall give Quicksilver prompt written notice (a “Claim Notice”) to (i) Seller, in the case of indemnification pursuant to Section 7.02(A), and (ii) Purchaser, in the case of indemnification pursuant to Section 7.02(B) (the recipient of such notice referred to below as the “indemnifying party”), in either case promptly after such indemnified party becomes aware of any third party Action fact, condition or other Damages claims event which may give rise to any indemnity obligation Losses for which indemnification may be sought under this Section 9.27.02. If any lawsuit or other action is filed or instituted against any indemnified party with respect to a matter subject to indemnity hereunder, together with including any pending or threatened Tax audit or assessment for which the estimated amount indemnified party may have liability pursuant to this Agreement (a “Tax Claim”), notice thereof (a “Third Party Notice”) shall be given to the indemnifying party as promptly as reasonably practicable. The failure of any indemnified party to give timely notice hereunder shall not affect such Action indemnified party’s rights to indemnification hereunder, except to the extent such delay or Damagesfailure materially prejudices the indemnifying party’s ability to defend such Claim or mitigate any Losses resulting therefrom. After receipt of a Third Party Notice, and Quicksilver the indemnifying party shall have the right by providing written notice acknowledging such indemnifying party’s obligation to assume indemnify the indemnified party (subject to the limitations contained in this Agreement) to (i) take control of the defense and investigation of any such Action through counsel lawsuit or action, (ii) employ and engage attorneys of its own choosingchoice (subject to the approval of the indemnified party, such approval not to be unreasonably withheld) to handle and defend the same, at the indemnifying party’s sole cost, risk and expense, and (iii) compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld; provided, that such consent will not be required if such settlement includes an unconditional release of the indemnified party and otherwise provides solely for payment of monetary damages for which the indemnified party will be indemnified in full. In determining whether consent is unreasonably withheld or conditioned with respect to any proposed settlement by so notifying BreitBurn within sixty either party under this subsection, the merits of the matters at issue shall be considered (60) days and thus it shall not be reasonable for a party to withhold consent if, for example, the merits clearly favor the settlement position for which consent is requested), as well as the relative amount of receipt Losses at issue. The indemnified party shall, at the expense of BreitBurn’s the indemnifying party, cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the indemnified party may, at its sole cost and expense, further participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom, with such participation including with respect to any Tax Claim, the indemnified party having an opportunity to comment on any written noticematerials prepared in connection with such Tax Claim and attending any proceedings, conferences and meetings with representatives of any Governmental Authority relating to any such Tax Claim; provided, however, that Quicksilver’s counsel the indemnifying party shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect bear the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate inreasonable fees, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending one separate counsel for the indemnified party in each jurisdiction (and shall pay such Action incurred by BreitBurnfees, costs and expenses at least quarterly) if, but only if, the indemnified party shall have reasonably concluded that (x) there may be a conflict of interest (including reasonable fees and disbursements of counsel one or more legal defenses or counterclaims available to it or to other indemnified parties which are different from or additional to those available to the indemnifying party) that would make it inappropriate in the event it is ultimately determined that Quicksilver is liable reasonable judgment of the indemnified party (upon and in conformity with the advice of counsel) for such Action pursuant the same counsel to represent both the terms of this Agreementindemnified party and the indemnifying party or (y) the claim seeks non-monetary relief which, if granted, could adversely affect the indemnified party or its Affiliates. If Quicksilver has assumed any the indemnifying party fails to assume the defense of such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure claim within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature receipt of the Third Party Notice (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of such indemnified party to defend such claim), the indemnified party against which such claim involvedhas been asserted will (upon delivering notice to such effect to the indemnifying party) in have the manner right to undertake the defense, compromise or settlement of defense and such claim (the costs and expenses incurred. Quicksilver of which defense shall notbe paid by the indemnifying party) and the indemnifying party shall have the right to participate therein at its own cost; provided, without the written consent of a BreitBurn Indemnified Partyhowever, settle any Action or claim against such BreitBurn Indemnified Party or consent that, prior to the entry of any judgment with respect thereto time that (i) does the indemnifying party assumes the defense hereunder, the indemnified party may take such actions as are necessary so that its ability to defend such claim is not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawimpaired.

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this Article X (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damagesreasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and Quicksilver shall have the right to assume the defense (iii) a demand for payment of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty those Losses. (60b) Within thirty (30) days after delivery of receipt a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder Losses at issue in the absence of actual prejudice. If BreitBurn desires Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to participate in, but not control, any such defense assumed indemnification by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant delivering to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver Indemnified Party a written notice thereof and(an “Objection Notice”) setting forth in reasonable detail each disputed item, if Quicksilver does not the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Indemnifying Party fails to take reasonable action to remedy such failure either of the foregoing actions within thirty (30) days after receiptdelivery of the Claim Notice, then BreitBurn may assume such defense the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and Quicksilver shall continue the Indemnifying Party will be deemed to be liable for all reasonable costs and expenses incurred have irrevocably agreed to pay the Losses at issue in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable the Claim Notice. (given d) If the size and nature Indemnifying Party delivers an Objection Notice to the Indemnified Party within thirty (30) days after delivery of the claim involvedClaim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 11.12. (e) in Any indemnification of the manner Purchaser Indemnified Parties pursuant to this Article X will be effected by wire transfer of defense immediately available funds from the Seller to an account designated by the Purchaser, and any indemnification of the costs and expenses incurred. Quicksilver shall not, without Seller pursuant to this Article X will be effected by wire transfer of immediately available funds to an account designated by the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to Seller. (f) The foregoing indemnification payments will be made within five (5) Business Days after the entry of any judgment with respect thereto that date on which (i) does not result in a final resolution the amount of such payments are determined by mutual agreement of the BreitBurn Indemnified Party’s liability with respect to such Action or claim parties, (including, in ii) the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect amount of such Action or claimpayments are determined pursuant to Section 10.03(c) if an Objection Notice has not been timely delivered in accordance with Section 10.03(b) or (iiiii) would result in both such amount and the imposition Indemnifying Party’s obligation to pay such amount have been finally determined by a final Governmental Order of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawcourt having jurisdiction over such proceeding as permitted by Section 11.12 if an Objection Notice has been timely delivered in accordance with Section 10.03(b).

Claim Procedure. BreitBurn If a claim for Losses (a “Claim”) is to be made by any Purchaser Indemnified Person or Seller Indemnified Person (an “indemnified party”) pursuant to Section 7.2 or Section 7.3, respectively, such indemnified party shall give Quicksilver prompt written notice (a “Claim Notice”) to (i) Seller, in the case of indemnification pursuant to Section 7.2, and (ii) Purchaser, in the case of indemnification pursuant to Section 7.3 (the recipient of such notice referred to below as the “indemnifying party”), in either case reasonably promptly after such indemnified party becomes aware of any third party Action fact, condition or other Damages claims event which may give rise to Losses for which indemnification may be sought under Section 7.2 or Section 7.3, as the case may be. If any claim, action, litigation, suit or proceeding (an “Action”) is filed or instituted against any indemnified party with respect to a matter subject to indemnity hereunder, notice thereof (a “Third Party Notice”) shall promptly be given to the indemnifying party. The failure of any indemnified party to give timely notice hereunder shall not affect such indemnified party’s rights to indemnification hereunder, except to the extent such delay or failure prejudices the indemnifying party’s ability to defend such Claim or Action or mitigate any Losses resulting therefrom. After receipt of a Third Party Notice, the indemnifying party shall have the right, by providing written notice acknowledging such indemnifying party’s obligation under this to indemnify the indemnified party pursuant to Section 9.27.2 or 7.3, together as applicable, to (i) take control of the defense and investigation of such Action, (ii) employ and engage attorneys of its own choice (subject to the approval of the indemnified party, such approval not to be unreasonably withheld or delayed) to handle and defend the same, at the indemnifying party’s sole cost, risk and expense, and (iii) compromise or settle such claim, which compromise or settlement shall be made only with the estimated amount written consent of the indemnified party; provided that such consent will not be required if such settlement includes an unconditional release of the indemnified party and otherwise provides solely for payment of monetary damages for which the indemnified party will be indemnified in full. The indemnified party shall, at the expense of the indemnifying party, cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial and defense of such Action or Damagesand any appeal arising therefrom, and Quicksilver shall have the right to assume indemnified party may, at its own cost, further participate in the investigation, trial and defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticeand any appeal arising therefrom; provided, however, that Quicksilverif the indemnifying party elects not to assume such defense and investigation or does not acknowledge in writing within twenty (20) days after receipt of the Third Party Notice (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of such indemnified party to defend such claim) its obligation to indemnify the indemnified party against any Losses arising from such Action, the indemnified party may (upon delivering notice to such effect to the indemnifying party) retain separate counsel and defend, compromise and settle such Action (all at the cost and expense of the indemnifying party), and the indemnifying party shall have the right to participate therein at its own cost. Notwithstanding the indemnifying party’s election to assume the defense of such Action, the indemnified party shall have, upon giving prior written notice to the indemnifying party, the right to employ separate counsel shall be reasonably satisfactory and to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder participate in the absence defense of actual prejudice. If BreitBurn desires to participate insuch Action, but not controland the indemnifying party shall bear the reasonable fees, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurnseparate counsel for the indemnified party in each jurisdiction if, but only if, the indemnified party shall have reasonably concluded in good faith that (x) an actual or potential conflict of interest (including reasonable fees and disbursements of counsel one or more legal defenses or counterclaims available to it or to other indemnified parties which are different from or additional to those available to the indemnifying party) makes it inappropriate in the event it is ultimately determined that Quicksilver is liable reasonable good-faith judgment of the indemnified party (upon and in conformity with the advice of counsel) for such Action pursuant the same counsel to represent both the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof andindemnified party and the indemnifying party or (y) the claim seeks nonmonetary relief which, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receiptgranted, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would could materially and adversely restrict affect the future activity indemnified party or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawits Affiliates.

Claim Procedure. BreitBurn (a) No later that 60 days (or earlier if the circumstances so require) after having been informed of any facts or events giving rise to a claim for indemnification hereunder, SFP shall in good faith give Quicksilver prompt to the Seller a written notice of (a "Claim Notice") specifying in reasonable detail any third party Action or other Damages claims facts which may give rise to any an indemnity obligation under this Section 9.2, together Agreement. If for any reason SFP fails to comply with the estimated amount aforesaid time limit, SFP shall not be precluded from asserting any claims hereunder, but the Seller shall be entitled to a reduction in the indemnity payable if the failure to notify within the aforesaid period caused the indemnity to be larger than it would have been had the Seller been notified within the aforesaid period. In such case, the Seller would be required to pay only the indemnity which would have been owed had the Seller been notified within the aforesaid period. (b) In the event any proceedings shall be instituted or any claim or demand shall be asserted by any third party (including a governmental entity or agency) (a "Third Party Claim") in respect of which SFP may have a right of indemnification from the Seller, SFP shall promptly notify the Seller in the time period set forth in clause (a) above. The Seller shall have the right, at its option and at its own expense (except that the relevant Company or Subsidiary shall pay its own expenses), to be represented by counsel of its own choice and to participate in, or at Seller's written election within 30 days of receiving the relevant Claim Notice, to take exclusive control of, the defense, negotiation and/or settlement of the relevant proceeding or claim or demand; provided that if Seller so elects to take control, SFP may participate in any such Action proceeding with counsel of its choice and at its own expense. To the extent that the Seller elects not to take control of any Third Party Claim (or Damagesdoes not, which shall be the equivalent of having made such negative election, notify SFP in writing of its election to take control within the aforesaid 30 day period), SFP agrees not to settle or permit any Company or Subsidiary to settle any Third Party Claims without the prior written consent of the Seller. All such proposed settlements shall be notified by SFP to the Seller in writing at least 30 days in advance and shall not be entered into if in such 30 day period the Seller notifies SFP in writing of its objection, in which case SFP shall continue to contest, and Quicksilver cause the Companies and Subsidiaries to contest, the Third Party Claim and all reasonable out of pocket expenses incurred by the Companies or the Subsidiaries in defending against any such Third Party Claims, including reasonable attorney fees, will be borne by the Seller. In all cases, the Seller shall have the right, by sending written notice to SFP to request the Companies and Subsidiaries to enter into a settlement of any Third Party Claim, provided that, if SFP does not wish such a settlement to be entered into, it shall have the right to assume so notify the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn Seller in writing within sixty (60) 30 days of receipt of BreitBurn’s written notice; providedthe Seller's notice to SFP, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect in which case the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver Seller shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent required to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability indemnify SFP with respect to such Action or claim (includingthe Third Party Claim, in but the case of a settlement, an unconditional written release indemnity owed shall not exceed the amount of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree indemnity which would materially have been owed had the proposed settlement been accepted. The Seller and adversely restrict SFP agree to cooperate fully with each other in connection with the future activity or conduct defense, negotiation and/or settlement of any Third Party Claim and SFP undertakes to cause the BreitBurn Indemnified Party, other than conduct which violates a Lawrelevant Companies and/or Subsidiaries and their counsel to so fully cooperate with Seller.

Claim Procedure. BreitBurn shall give Quicksilver prompt written notice If an Indemnified Party learns of any an actual or potential indemnity claim (other than a claim by a third party Action or other Damages claims Person) for which such Indemnified Party may give rise seek indemnification under Section 7.1, such Indemnified Party shall, reasonably promptly after becoming aware of such claim, notify the Indemnitor thereof in writing, specifying the nature of and specific basis for such claim and the actual or, if reasonably 39 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to any indemnity obligation under this Section 9.2the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. practicable, together with the estimated amount of such Action or Damagesclaim to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such indemnity claim) (such notice, and Quicksilver shall have the right to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticea “Claim Notice”); provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure the failure of an Indemnified Party to give prompt timely notice shall not affect its rights to indemnification under Section 7.1, except to the extent that the Indemnitor has been actually and materially prejudiced by such failure. Within ten (10) days following receipt of the applicable Claim Notice, the Indemnitor shall notify such Indemnified Party in writing if the Indemnitor disputes that all or a portion of such indemnity claim is subject to indemnification obligations hereunder in hereunder, specifying the absence of actual prejudice. If BreitBurn desires to participate inamount, but not controlif applicable, any such defense assumed by Quicksilverso disputed, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it otherwise the Indemnitor shall be liable for all reasonable costs deemed to have agreed that any undisputed portion of such indemnity claim is subject to indemnification hereunder. Any such indemnity claim that the Indemnitor has agreed, or has been deemed to have agreed, is subject to indemnification hereunder shall be paid in accordance with Section 7.2.2. With respect to any disputed indemnity claim, after final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and expenses the expiration of defending such Action incurred the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnitor shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by BreitBurnthe Indemnitor, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant Indemnified Party shall forward to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written Indemnitor notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of sums due and owing by the BreitBurn Indemnified Party’s liability Indemnitor with respect to such Action or claim (includingmatter, and such amount shall be paid as provided in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a LawSection 7.2.2.

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damages, and Quicksilver shall have the right reasonably expected to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party or consent and (iii) a demand for payment of those Losses. (b) Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the entry of any judgment with respect thereto that Indemnified Party a written response in which the Indemnifying Party will either: (i) does not result in a final resolution agree that the Indemnified Party is entitled to receive all of the BreitBurn Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s liability with respect entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such Action or claim disputed item and certifying that all such disputed items are being disputed in good faith. (includingc) If the Indemnifying Party fails to take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the case of a settlement, Claim Notice. (d) If the Indemnifying Party delivers an unconditional written release Objection Notice to the Indemnified Party within 30 days after delivery of the BreitBurn Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 10.12. (e) Any indemnification of the Purchaser Indemnified Party Parties pursuant to this Article 9 will be effected by wire transfer of immediately available funds from all further liability in respect the Seller or the Shareholders to an account designated by the Purchaser, and any indemnification of the Seller Indemnified Parties pursuant to this Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Selling Parties’ Representative. (f) The foregoing indemnification payments will be made within five business days after the date on which (i) the amount of such Action or claimpayments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 10.12 if an Objection Notice has been timely delivered in accordance with Section 9.3(b). (g) For purposes of Section 9.3 and Section 9.4, (i) if the Seller or the Shareholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will be deemed to refer to the Selling Parties’ Representative and (ii) would result in if the imposition of a consent order, injunction Seller or decree which would materially and adversely restrict the future activity or conduct of Shareholders comprises the BreitBurn Indemnified Party, other than conduct which violates any references to the Indemnified Party (except provisions relating to an obligation to make or a Lawright to receive any payments) will be deemed to refer to the Selling Parties’ Representative.

Claim Procedure. BreitBurn shall (a) If any Party seeks indemnity under this Article 7 on behalf of itself or any other Party, it will give Quicksilver prompt written notice of any third party Action (a “Claim Notice”) to the Parent Indemnified Party or other Damages claims which may give rise to any indemnity obligation under this Section 9.2the Representative, together with as applicable, containing (i) a description and, to the extent known or reasonably estimable, the estimated amount of such Action any Losses incurred or Damagesreasonably expected to be incurred by the respective Merger Stockholders or the Parent Indemnified Party, and Quicksilver shall have the right to assume the defense of as applicable (provided that any such Action through counsel estimate shall not be deemed a limit on the Losses for which indemnification made be sought and the giving of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt such notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant a condition precedent to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature liability of the claim involvedrelevant indemnitor), and (ii) in a reasonable explanation of the manner basis for the Claim Notice to the extent of defense and the costs and expenses incurred. Quicksilver shall not, without facts then known by the written consent of a BreitBurn respective Company stockholder or the Parent Indemnified Party, settle any Action or claim against such BreitBurn as applicable. (b) Within 30 days after delivery of a Claim Notice, the recipient of the Claim Notice will deliver to the Parent Indemnified Party or consent to the entry of any judgment with respect thereto that Representative, as applicable, a written response in which the Representative or the Parent Parties will either: (i) does not result in a final resolution of agree that the BreitBurn Parent Indemnified Party’s liability with respect Party or the respective Company stockholder, as applicable, is entitled to such Action or claim (including, receive the Losses at issue in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) Claim Notice; or (ii) would result dispute the Parent Indemnified Party’s or the respective Company stockholder’s, as applicable, entitlement to indemnification by delivering to the Parent Indemnified Party or the Representative a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the recipient of the Claim Notice fails to take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Representative or the Parent Parties, as applicable, will be deemed to have irrevocably accepted the Claim Notice and the Representative or the Parent Parties, as applicable, will be deemed to have irrevocably agreed that the Share Recipients or the Parent Parties, as applicable, shall be obligated to pay the Losses at issue in the imposition of a consent orderClaim Notice, injunction subject to any limits contained in this Article 7. (d) If an Objection Notice is delivered to the Parent Indemnified Party or decree which would materially and adversely restrict the future activity or conduct Representative, as applicable, within 30 days after delivery of the BreitBurn Claim Notice, then the Parties will use reasonable efforts to resolve the disputed items amicably. If they are unable to do so within 15 Business Days of the date of receipt of the Objection Notice, then the amount of the Losses at issue in the Claim Notice (less the amount, if any, acknowledged in the Objection Notice by the Representative or the Parent Parties, as applicable, as due to the Parent Indemnified PartyParty or the respective Company stockholder, other than conduct which violates as applicable) may be treated by either party as a Lawdisputed claim and the Parent Parties or the Representative, as applicable, may file suit with respect to the matter in any court having jurisdiction.

Claim Procedure. BreitBurn shall give Quicksilver prompt (i) In order for any Indemnified Person to be entitled to make a claim for indemnification under this Article 9, Parent will deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Representative, as promptly as reasonably practicable after it acquires knowledge of any third party Action the fact, event or other Damages claims which may give circumstance giving rise to a claim for Losses pursuant to this Article 9. Parent may update an Indemnification Claim Notice from time to time to reflect any indemnity obligation under this Section 9.2change in circumstances following the date of delivery thereof. Each Indemnification Claim Notice will specify in reasonable detail the nature of, together with the estimated facts, circumstances and the amount or a good faith estimate (to the extent ascertainable) of the potential Losses against which such Action or DamagesIndemnified Person seeks indemnification for, such claim asserted, and Quicksilver shall have the right to assume the defense provisions of any this Agreement upon which such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticeclaim for indemnification is made; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure any failure by Parent to give such prompt notice shall Indemnification Claim Notice will not affect relieve the Indemnifying Securityholders of their indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate inobligations, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost except and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant only to the terms extent that the Indemnifying Securityholders are actually and materially prejudiced thereby. (ii) After delivery of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent an Indemnification Claim Notice to the entry of any judgment with respect thereto that Securityholder Representative, (i) does Parent will, upon written request from the Securityholder Representative, supply and make available to the Securityholder Representative and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the Securityholder Representative (except to the extent that such action could jeopardize attorney-client privilege; provided, however, Parent will use its commercially reasonable efforts to provide such information in such format to the Securityholder Representative, or on an outside-counsel-only basis or in such other manner, that would not result in a final resolution the loss of such attorney-client privilege) and (ii) Parent will, and will cause its Representatives, to (A) be reasonably available to the Indemnifying Securityholder and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the BreitBurn Indemnifying Securityholders) on reasonable advance notice during normal business hours to discuss such claim, (B) render to the Securityholder Representative and its Representatives such assistance as may reasonably be requested by the Securityholder Representative, (C) provide reasonable access to such books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Securityholder Representative and/or its Representatives may reasonably require (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) (provided, however, Parent’s accountants will not be obligated to make any working papers available to the Securityholder Representative or its Representatives unless and until the Securityholder Representative or its Representatives, as applicable, have signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise cooperate with the Securityholder Representative and its Representatives in good faith (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders). Without limiting the foregoing, such cooperation will include the retention and (upon the Securityholder Representative’s request) the provision to the Securityholder Representative or its Representatives of books, records and other documents and information which are actually and reasonably relevant to such claim. (iii) The Securityholder Representative may, within 30 days after receipt of an Indemnification Claim Notice, deliver to Parent a written response (an “Indemnification Claim Response”) disputing such claim, which response must state (A) in reasonable detail the reasons why the Securityholder Representative disputes such claim, together with reasonable supporting detail, and (B) in respect of such claim, (I) that the Indemnified PartyPerson is entitled to receive an amount (the “Agreed Amount”) of cash that is less than the amount of all Losses set forth in such Indemnification Claim Notice or (II) that the Indemnified Person is not entitled to recovery in connection with the matters claimed in the Indemnification Claim Notice. Acceptance by an Indemnified Person of an Agreed Amount will be without prejudice to the Indemnified Person’s liability right to claim the balance of the Losses claimed in such Indemnification Claim Notice. (iv) Any Losses (or portion thereof) claimed in an Indemnification Claim Notice or any other matter set forth therein will be deemed to be finally resolved for purposes of this Article 9: upon the earlier of (A) such amounts (or portions thereof) or other matters having been resolved by a written agreement executed by the Securityholder Representative, on behalf of the Indemnifying Securityholders, and Parent, (B) such amounts (or portions thereof) or other matters having been resolved by a final, nonappealable order, decision or ruling of a court of competent jurisdiction or arbitrator with respect to such Action amounts or claim matters in dispute, or portions thereof and (including, in C) 30 days after delivery of such Indemnification Claim Notice if the case of a settlement, Securityholder Representative fails to deliver an unconditional written release of the BreitBurn Indemnified Party from all further liability Indemnification Claim Response in respect thereof prior to the expiry of such Action or claim30 day period (clauses (A), (B) or and (C), together, a “Final Resolution”). (v) If any amount is payable to Parent pursuant to a Final Resolution, (i) to the extent such payment will be made from the Escrow Fund, the Securityholder Representative and Parent will promptly jointly instruct the Escrow Agent to release to Parent from the Escrow Fund such amount, and (ii) would result to the extent that the amount remaining in the imposition of a consent orderEscrow Fund is insufficient to cover such amount each Indemnifying Securityholder will, injunction or decree which would materially and adversely restrict subject to the future activity or conduct limitations contained in Section 9.3, within ten Business Days following the date of the BreitBurn Indemnified Partydetermination of the Agreed Amount, other than conduct which violates a Lawpay such Indemnifying Securityholder’s Pro Rata Portion (as of the date of such determination) of the amount of such shortfall to Parent.

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this ARTICLE 8 (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (an “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damages, and Quicksilver shall have the right reasonably expected to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party or consent and (iii) a demand for payment of those Losses. (b) Within 45 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the entry of any judgment with respect thereto that Indemnified Party a written response in which the Indemnifying Party will either: (i) does not result in a final resolution agree that the Indemnified Party is entitled to receive all of the BreitBurn Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s liability entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in as reasonable detail as is practical the basis for such dispute. (c) If the Indemnifying Party fails to take either of the foregoing actions within 90 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of SECTION 9.13. (e) If any SurModics Indemnitee is the Indemnified Party with respect to any claim for indemnification pursuant to this ARTICLE 8, the parties will contemporaneously deliver to the Escrow Agent copies of each Claim Notice and Objection Notice in connection with such Action claim. (f) Any indemnification payment under this ARTICLE 8 or claim (including, the Tax Deed will in the case first instance be effected by way of a settlement(i) recourse to any then-remaining Indemnity Escrow Amount to be applied against each Seller in their Pro Rata Percentage and to the extent that the then-remaining Indemnity Escrow Amount is insufficient then (ii) by offset pursuant to SECTION 8.3(f). If the Indemnity Escrow Amount has been released or to the extent that any Seller has any additional liability which is not capable of offset, then the indemnification payment under this ARTICLE 8 or the Tax Deed will be effected by wire transfer or immediately available funds from the Indemnifying Party to an unconditional written release account designated by the Indemnified Party. Such indemnification payments will be made within five Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the BreitBurn Indemnified Party from all further liability in respect parties, (ii) the amount of such Action or claimpayments are determined pursuant to SECTION 8.5(c) if an Objection Notice has not been timely delivered in accordance with SECTION 8.5(b) or (iiiii) would result in both such amount and the imposition Indemnifying Party’s obligation to pay such amount have been finally determined by a final judgment of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawcourt having jurisdiction over such proceeding as permitted by SECTION 9.8 if an Objection Notice has been timely delivered in accordance with SECTION 8.5(b).

Claim Procedure. BreitBurn shall give Quicksilver prompt written notice of any third party Action or other Damages claims which may give rise to any indemnity obligation (i) Any Investor Entity seeking indemnification under this Section 9.212 shall, together promptly upon becoming aware of the facts indicating that a claim for indemnification may be warranted, give a claim notice relating to such Loss (a "CLAIM NOTICE") to the Company, which Claim Notice shall specify the nature of the claim with reasonable specificity; PROVIDED, HOWEVER, that a failure or delay in giving a Claim Notice shall not affect the estimated amount obligation of such Action or Damagesthe Company to provide indemnification hereunder unless, and Quicksilver only to the extent that, the Company is materially prejudiced thereby. (ii) If an Investor Entity determines to seek indemnification under this Section 12 with respect to Losses resulting from the assertion of liability by a third party, the Company shall be entitled, if it so elects by written notice delivered to such Investor Entity within 10 days after receiving the applicable Claim Notice, to assume the defense thereof with counsel satisfactory to such Investor Entity. Notwithstanding the foregoing, such Investor Entity shall have the right to assume the employ its own counsel to participate in its defense of in any such Action through counsel case, but the fees and expenses of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s such counsel shall be reasonably at its own expense unless (A) the Company shall not have employed counsel satisfactory to BreitBurn. Failure the Investor Entity to give prompt represent the Investor Entity within a reasonable time after delivery of the notice shall not affect the indemnification obligations hereunder referred to in the absence preceding sentence or (B) such Investor Entity shall reasonably determine that there is a conflict of actual prejudice. If BreitBurn desires interest between such Investor Entity and the Company with respect to participate insuch claim, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs in each of which case the fees and expenses of defending such Action incurred counsel shall be borne by BreitBurnthe Company. The Company shall not, including reasonable fees and disbursements without such Investor Entity's written consent, settle or compromise any of counsel such claims, or consent to entry of any judgement in respect thereof, unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to such Investor Entity a release from all liability in respect of such claims. (iii) In the event it is ultimately determined that Quicksilver is liable for such Action pursuant an Investor Entity asserts the existence of a claim with respect to Losses other than claims resulting from the terms assertion of this Agreement. If Quicksilver has assumed any such defenseliability by third parties, but thereafter Quicksilver has failed the prevailing party shall be entitled to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable reimbursement of costs and expenses incurred in defending connection with such actionsclaim, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall notincluding, without the written consent of a BreitBurn Indemnified Partylimitation, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawattorney fees.

Claim Procedure. BreitBurn If a claim with respect to Indemnifiable Amounts shall be made by any Governmental Authority, which, if successful, might result in an indemnity payment to Sponsor or any other SPAC Insider pursuant to Section 5.2 (a “Tax Claim”), Sponsor or such SPAC Insider shall promptly and in any event no more than five (5) Business Days following Sponsor’s or such SPAC Insider’s receipt of notice of such Tax Claim, give Quicksilver prompt written notice of any third party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2, together with the estimated amount Company of such Action or Damages, and Quicksilver shall have the right to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticeTax Claim; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure the failure of Sponsor or any other SPAC Insider to give prompt such notice shall not affect only relieve the Company from its indemnification obligations hereunder to the extent it is actually prejudiced by such failure. With respect to any such Tax Claim, at the Company’s election, the Company and Sponsor (on behalf of Sponsor and each other SPAC Insider) will jointly control all proceedings and will jointly make all decisions taken in connection with such Tax Claim (including selection of counsel mutually agreeable to both the absence of actual prejudiceCompany and Sponsor) at their own expense. If BreitBurn desires the Company elects not to participate in, but not control, jointly control any such defense assumed by QuicksilverTax Claim, it may do so then (a) Sponsor shall use reasonable efforts to diligently conduct such Tax Claim in good faith and shall not adopt any position that is inconsistent with the Intended Tax Treatment, and (b) the Company, at its sole cost and expense. If Quicksilver declines , may elect to assume participate in any such defenseTax Claim. No Tax Claim controlled by Sponsor can be settled, it shall be liable for all reasonable costs and expenses either administratively or after the commencement of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall notlitigation, without the written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Sponsor, each other SPAC Insider, the Company and its Subsidiaries and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim. Such cooperation shall include the retention and, upon the request of the party controlling proceedings relating to such Tax Claim, the provision to such party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a BreitBurn Indemnified Partymutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Sponsor (and its beneficial owners) and each other SPAC Insider shall execute any powers of attorney or other documents to allow for the Company to control any Tax Claim. Without the prior written consent of the Company (not to be unreasonably withheld, settle conditioned or delayed), none of Sponsor (or any Action beneficial owner) nor any of the other SPAC Insiders shall extend or claim against such BreitBurn Indemnified Party or consent waive any applicable statute of limitations relating to the entry of Intended Tax Treatment, re-file, modify, or amend any judgment with respect thereto that Tax Return, which refiling, modification or amendment relates to the Intended Tax Treatment, file any ruling request related to the Intended Tax Treatment, or voluntarily approach any Governmental Authority regarding the Intended Tax Treatment. Sponsor (iand its beneficial owners) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect and each other SPAC Insider shall use reasonable efforts, and take all reasonable steps, to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from mitigate any and all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially Taxes and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawamounts subject to indemnity under Section 5.2.

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this Article 7 (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damagesreasonably expected to be incurred by the Indemnified Party, and Quicksilver shall have (ii) a reasonable explanation of the right basis for the Claim Notice to assume the defense extent of any such Action through counsel of its own choosing, the facts then known by so notifying BreitBurn within sixty the Indemnified Party. (60b) Within thirty (30) days after delivery of receipt of BreitBurn’s a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory response to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudicesuch Claim Notice. If BreitBurn desires the Indemnifying Party fails to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure respond within thirty (30) days after receiptdelivery of the Claim Notice, then BreitBurn may assume such defense the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and Quicksilver shall continue agreed to be liable for all reasonable costs and expenses incurred pay the Losses at issue in defending such actionsthe Claim Notice. (c) If, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable within thirty (given the size and nature 30) days after delivery of the claim involved) Claim Notice, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to indemnification for the Losses described in the manner Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of defense and Section 8.11. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the costs and expenses incurred. Quicksilver shall not, without Indemnifying Party to an account designated by the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to and will be made within five (5) Business Days after the entry of any judgment with respect thereto that date on which (i) does not result in a final resolution the amount of such payments are determined by mutual agreement of the BreitBurn Indemnified Party’s liability with respect to such Action or claim parties, (including, in ii) the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect amount of such Action or claimpayments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(b) or (iiiii) would result in both such amount and the imposition Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates court having jurisdiction over such proceeding as permitted by Section 8.11 if a Lawwritten response has been timely delivered in accordance with Section 7.3(b).

Claim Procedure. BreitBurn shall A party that seeks indemnity under this Article 9 (an "Indemnified Party") will give Quicksilver prompt written notice of any third (a "Claim Notice") to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2, together with from whom indemnification is sought (an "Indemnifying Party") containing reasonably and in good faith (i) a description and the estimated amount of such Action or Damages, and Quicksilver shall have to the right to assume the defense extent determinable of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall Losses incurred or reasonably expected to be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party or consent and (iii) a demand for payment of those Losses. Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the entry Indemnified Party a written response in which the Indemnifying Party will either: agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or dispute the Indemnified Party's entitlement to indemnification by delivering to the Indemnified Party a written notice (an "Objection Notice") setting forth each disputed item and the good faith, reasonable basis for disputing each such disputed item. If the Indemnifying Party fails to take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice. If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute may be resolved by any judgment legally available means consistent with the provisions of Section 11.11. If any Purchaser Indemnified Party is the Indemnified Party with respect thereto that to any claim for indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the Escrow and Exchange Agent copies of each Claim Notice and Objection Notice in connection with such claim. Any indemnification of the Securityholders pursuant to this Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Stockholder Representative. All indemnification payments to be received by the Securityholders in accordance with this Article 9 will be allocated among the Stockholders in proportion to each Securityholder's pro rata share of the Holdback Fund as set forth on the Final Merger Consideration Allocation Schedule. The foregoing indemnification payments will be made within 10 Business Days after the date on which (i) does not result in a final resolution the amount of such payments are determined by mutual agreement of the BreitBurn Indemnified Party’s liability with respect to such Action or claim parties, (including, in ii) the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect amount of such Action or claimpayments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party's obligation to pay such amount have been determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 11.11 if an Objection Notice has been timely delivered in accordance with Section 9.3(b) (the "Settlement Date"). For purposes of Section 9.3 and Section 9.4, (i) if the Securityholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will be deemed to refer to the Stockholder Representative and (ii) would result in if the imposition of a consent order, injunction or decree which would materially and adversely restrict Securityholders comprise the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates any references to the Indemnified Party (except provisions relating to an obligation to make or a Lawright to receive any payments) will be deemed to refer to the Stockholder Representative.

Claim Procedure. BreitBurn shall If UTI or Buyer (each an "Indemnified Party"), receives knowledge of any matter with respect to which the other party (the "Indemnitor") is liable under the indemnification provisions of this Agreement whether through receipt of notice of any third-party action, proceeding, claim, demand, or assessment, or through knowledge of facts giving rise to liability to indemnify, the Indemnified Party shall: (1) within ten days, give Quicksilver prompt the Indemnitor written notice of any third party Action the assertion of the claim; (2) furnish the Indemnitor relevant information and copies of all pertinent documents relating to the claim within a reasonable period of time after the Indemnified Party s receipt thereof or Indemnified Parties becoming aware of a claim. The failure of the Indemnified Party to give notice of the claim to the Indemnitor within the ten-day period described herein shall not affect the Indemnified Party s rights to indemnification hereunder, except if (and then only to the extent that) the Indemnitor incurs additional expenses or the Indemnitor's defense of such claim is actually prejudiced by reason of such failure to give timely notice. In all events, however, notice of claim for indemnity must be given within the 36 months or other Damages claims which may give rise to any indemnity obligation under this Section 9.2, together with applicable period for the estimated amount survival of the warranties and representations upon receipt of such Action or Damagesnotice. The Indemnitor shall thereupon undertake and continuously conduct the defense of any claim with counsel of reputable standing, and Quicksilver the indemnified Party may participate in such defense by counsel of its own choosing at its own expense. If the Indemnitor is required to pay any amount to the Indemnified Party hereunder, such amount shall be paid promptly by the Indemnitor to the Indemnified Party. If the Indemnitor does not timely undertake or continuously defend any such claim, the Indemnified Party shall have the right to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature defend or dispose of the claim involved) in such manner as it deems advisable, and, for the manner of purposes hereof, as if such defense and or disposition had been undertaken or made by the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a LawIndemnitor.

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, to the extent known or other Damages claims which may give rise to any indemnity obligation under this Section 9.2reasonably ascertainable, together with the estimated amount of any Losses incurred or reasonably expected to be incurred by such Action or DamagesIndemnified Party, (ii) a reasonable explanation of the basis for the Claim, and Quicksilver shall have (iii) a demand for payment of those Losses. Notwithstanding the right to assume foregoing, no delay or deficiency on the defense part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any such Action through counsel Liability under this Agreement except to the extent the Indemnifying Party has suffered Losses as a result of its own choosing, by so notifying BreitBurn within sixty the delay or other deficiency. (60b) Within thirty (30) days after delivery of receipt a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder Losses at issue in the absence of actual prejudice. If BreitBurn desires Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to participate in, but not control, any such defense assumed indemnification by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant delivering to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver Indemnified Party a written notice thereof and(an “Indemnity Objection Notice”) setting forth in reasonable detail each disputed item, if Quicksilver does not the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Indemnifying Party fails to take reasonable action to remedy such failure either of the foregoing actions within thirty (30) days after receiptdelivery of the Claim Notice, then BreitBurn may assume such defense and Quicksilver shall continue the Indemnifying Party will be deemed to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable have delivered an Indemnity Objection Notice. (given d) If the size and nature of Indemnifying Party delivers an Indemnity Objection Notice to the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle or is deemed to have delivered an Indemnity Objection Notice to the Indemnified Party, then the dispute may be resolved by any Action or claim against legally available means consistent with Section 10.6. (e) All Buyer Indemnified Parties shall be entitled to reimbursement solely from the Adjustment Escrow Account for amounts due from the ESOP under Section 2.6(c) and from the Indemnity Escrow Account for any indemnification payment due by the ESOP to such BreitBurn Buyer Indemnified Party or consent pursuant to Sections 9.2(a) and (b) (with the ESOP Escrow Shares valued at $10.25 per J2 Ordinary Share). (f) If an indemnification payment is due to a Buyer Indemnified Party pursuant to Sections 9.2(a) and (b) by the ESOP, the ESOP Trustee and Buyer will provide joint written instructions to the entry of any judgment with respect thereto that Escrow Agent to release ESOP Escrow Shares in an amount (valued at $10.25 per J2 Ordinary Share) equal to the ESOP’s obligation for the indemnification payment from the Indemnity Escrow Account to such Buyer Indemnified Party. (g) Indemnification payments will be made within ten (10) Business Days after the date on which (i) does not result in a final resolution the amounts of such payments are determined by mutual agreement of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (includingShareholder Representative and Buyer, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition both such amount and a Shareholder’s obligation to pay such amount have been finally determined by a final Order of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawcourt having jurisdiction over such proceeding as permitted by this Agreement.

Claim Procedure. BreitBurn shall give Quicksilver prompt written notice If an Indemnified Party learns of any an actual or potential indemnity claim (other than a claim by a third party Action or other Damages claims Person) for which such Indemnified Party may give rise seek indemnification under Section 7.1, such Indemnified Party shall, reasonably promptly after becoming aware of such claim, notify the Indemnitor thereof in writing, specifying the nature of and specific basis for such claim and the actual or, if reasonably Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to any indemnity obligation under this Section 9.2the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. practicable, together with the estimated amount of such Action or Damagesclaim to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such indemnity claim) (such notice, and Quicksilver shall have the right to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticea “Claim Notice”); provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure the failure of an Indemnified Party to give prompt timely notice shall not affect its rights to indemnification under Section 7.1, except to the extent that the Indemnitor has been actually and materially prejudiced by such failure. Within ten (10) days following receipt of the applicable Claim Notice, the Indemnitor shall notify such Indemnified Party in writing if the Indemnitor disputes that all or a portion of such indemnity claim is subject to indemnification obligations hereunder in hereunder, specifying the absence of actual prejudice. If BreitBurn desires to participate inamount, but not controlif applicable, any such defense assumed by Quicksilverso disputed, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it otherwise the Indemnitor shall be liable for all reasonable costs deemed to have agreed that any undisputed portion of such indemnity claim is subject to indemnification hereunder. Any such indemnity claim that the Indemnitor has agreed, or has been deemed to have agreed, is subject to indemnification hereunder shall be paid in accordance with Section 7.2.2. With respect to any disputed indemnity claim, after final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and expenses the expiration of defending such Action incurred the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnitor shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by BreitBurnthe Indemnitor, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant Indemnified Party shall forward to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written Indemnitor notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of sums due and owing by the BreitBurn Indemnified Party’s liability Indemnitor with respect to such Action or claim (includingmatter, and such amount shall be paid as provided in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a LawSection 7.2.2.

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damagesreasonably expected to be incurred by the Indemnified Party, and Quicksilver shall have (ii) a reasonable explanation of the right basis for the Claim Notice to assume the defense extent of any such Action through counsel of its own choosing, the facts then known by so notifying BreitBurn within sixty the Indemnified Party. (60b) Within thirty (30) days after delivery of receipt of BreitBurn’s a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory response to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudicesuch Claim Notice. If BreitBurn desires the Indemnifying Party fails to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure respond within thirty (30) days after receiptdelivery of the Claim Notice, then BreitBurn may assume such defense the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and Quicksilver shall continue agreed to be liable for all reasonable costs and expenses incurred pay the Losses at issue in defending such actionsthe Claim Notice. (c) If, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable within thirty (given the size and nature 30) days after delivery of the claim involved) Claim Notice, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to indemnification for the Losses described in the manner Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of defense Section 10.11. (d) Any indemnification of the Purchaser Indemnified Parties pursuant to this Article 9 will be satisfied by payment from the Earnout Payments and Additional Earnout Payments, if any, as defined in the costs Earnout Agreement, until the funds contained in the Earnout Payments and expenses incurred. Quicksilver shall notAdditional Earnout Payments, without if any, are exhausted or released. (e) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the written consent of a BreitBurn Indemnifying Party to an account designated by the Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to and will be made within five (5) Business Days after the entry of any judgment with respect thereto that date on which (i) does not result in a final resolution the amount of such payments are determined by mutual agreement of the BreitBurn Indemnified Party’s liability with respect to such Action or claim parties, (including, in ii) the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect amount of such Action or claimpayments are determined pursuant to Section 9.3 if a written response has not been timely delivered in accordance with Section 9.3(b) or (iiiii) would result in both such amount and the imposition Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates court having jurisdiction over such proceeding as permitted by Section 10.11 if a Lawwritten response has been timely delivered in accordance with Section 9.3(b).

Claim Procedure. BreitBurn shall (a) If Electrum seeks remedies under this Article 10, it will give Quicksilver prompt written notice of any third party Action or other Damages claims which may give rise (a “Claim Notice”) to any indemnity obligation under this Section 9.2Grove containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damagesreasonably expected to be incurred as a result of the inaccuracy or breach, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by Electrum and Quicksilver shall have (iii) a demand for the right release of shares of Common Stock from the Escrow Account. (b) Within 30 days after delivery of a Claim Notice, Grove will deliver to assume Electrum a written response in which Grove will either: (i) Agree that Electrum is entitled to receive all of the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder Losses at issue in the absence Claim Notice; or (ii) Dispute Electrum’s entitlement to receive all or any part of actual prejudice. the Losses by delivering to Electrum a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If BreitBurn desires the Indemnifying Party fails to participate intake either of the foregoing actions within 30 days after delivery of the Claim Notice, but not control, any such defense assumed by Quicksilver, it may do so then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel issue in the event it is ultimately determined that Quicksilver is liable for such Action Claim Notice. (d) If Grove delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute will be resolved by binding arbitration before three arbitrators in Dallas, Texas pursuant to the terms rules of the American Arbitration Association. (e) Any Claim Notice and any Objection Notice will be contemporaneously delivered to the Escrow Agent. (f) Any Losses paid under Sections under this AgreementArticle will be paid exclusively by release of shares of Common Stock from the Escrow Account established in accordance with the provisions of the Escrow Agreement in an amount equal to the amount of the Losses. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed Shares of Common Stock released from the Escrow Account will be considered surrendered by Grove to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action Electrum for cancellation. The value of each share of Common Stock released from the Escrow Account and surrendered to remedy such failure Electrum will be equal to the average closing price for a share of Common Stock for the 20 Trading Days preceding the date of the Claim Notice on the Principal Exchange (the “Market Value”). (g) The Escrow Agreement will provide that one-half of the Escrow Shares will be released within thirty (30) 30 days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature receipt of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability independent auditors’ report with respect to such Action or claim (includingthe financial statements of Electrum for the year ended December 31, 2006, if there is not then outstanding any Claim Notice that has not been resolved pursuant to this Section. The Escrow Agreement will provide that the remaining one-half of the Escrow Shares will be released within 30 days after receipt of the independent auditors’ report with respect to the financial statements of Electrum for the year ended December 31, 2007, if there is not then outstanding any Claim Notice that has not been resolved pursuant to this Section. If a Claim Notice remains outstanding 30 days after receipt of the independent auditors’ report with respect to the financial statements of Electrum for the year ended December 31, 2007, then a number of Escrow Shares shall be retained in the case of Escrow Account with a settlement, an unconditional written release of Market Value equal to the BreitBurn Indemnified Party from all further liability in respect good faith amount of such Action or claim) or (ii) would result in claim as determined by Electrum until such claim is resolved pursuant to the imposition provisions of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawthis Section 9.2.

Claim Procedure. BreitBurn In the event that, at any time or from time to time after the Closing Date, an Indemnitee shall give Quicksilver prompt written notice sustain a Loss against which such Indemnitee is entitled to indemnification under this Agreement, such Indemnitee shall notify the party hereto obligated to provide such indemnification (the "Indemnitor") of any third party Action or other Damages claims which may give rise such Loss so sustained. Indemnitor shall pay to any indemnity obligation under this Section 9.2, together with such Indemnitee the estimated amount of such Action Loss so sustained, subject to the right to contest any claim which has not yet resulted in a Loss, as provided herein and under the Escrow Agreement. The Indemnitee shall promptly notify the Indemnitor of the existence of any claim, demand, or Damagesother matter involving liabilities to third parties to which the Indemnitor's indemnification obligations would apply and shall give the Indemnitor a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnitee at Indemnitor's own expense and with counsel of Indemnitor's selection (who shall be approved by Indemnitee, and Quicksilver which approval shall not be unreasonably withheld); provided that the Indemnitee shall at all times also have the right to assume fully participate in the defense of any such Action through counsel of at its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudiceexpense. If BreitBurn desires the Indemnitor shall, within a reasonable time after said notice, fail to participate indefend, the Indemnitee shall have the right, but not controlthe obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense, of Indemnitor. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle the claim or other matter without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. If the claim is one that cannot by its nature be defended solely by the Indemnitor, the Indemnitee shall make available all information and assistance that the Indemnitee may reasonably request; provided that any such defense assumed associated expenses shall be paid by Quicksilverthe Indemnitor. Challenge By Indemnitor. If Indemnitor contests or challenges any claim or action against an Indemnified Party referred to in this Article, it may shall (i) do so at its sole own cost and expense. If Quicksilver declines to assume any , holding such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party harmless from all further liability in respect of such Action or claim) or costs, fees, expenses, debts, liabilities and changes, (ii) would result in the imposition of a consent orderdiligently defend against any such claim, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn (iii) hold such Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other than conduct which violates a Lawlegal process.

Claim Procedure. BreitBurn shall give Quicksilver AEO prompt written notice of any third party Action claim or other Damages claims which may give rise to any indemnity obligation under this Section 9.210.3, together with the estimated amount of such Action action or Damages, and Quicksilver AEO shall have the right to assume the defense of any such Action action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that QuicksilverAEO’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by QuicksilverAEO, it may do so at its sole cost and expense. If Quicksilver AEO declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver AEO is liable for such Action action pursuant to the terms of this Agreement. If Quicksilver AEO has assumed any such defense, but thereafter Quicksilver AEO has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver AEO written notice thereof and, if Quicksilver AEO does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver AEO shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Law.

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this ARTICLE 8 (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damages, and Quicksilver shall have the right reasonably expected to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party or consent and (iii) a demand for payment of those Losses. (b) Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the entry of any judgment with respect thereto that Indemnified Party a written response in which the Indemnifying Party will either: (i) does not result in a final resolution agree that the Indemnified Party is entitled to receive all of the BreitBurn Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s liability entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item and the basis for each such disputed item. (c) If the Indemnifying Party fails to take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of SECTION 9.13. (e) If any SurModics Indemnitee is the Indemnified Party with respect to any claim for indemnification pursuant to this ARTICLE 8, the parties will contemporaneously deliver to the Escrow Agent copies of each Claim Notice and Objection Notice in connection with such Action or claim claim. (including, in f) Any indemnification payment under this ARTICLE 8 will be effected by wire transfer of immediately available funds from the case Indemnifying Party to an account designated by the Indemnified Party. Such indemnification payments will be made within five Business Days after the date on which (i) the amount of a settlement, an unconditional written release such payments are determined by mutual agreement of the BreitBurn Indemnified Party from all further liability in respect parties, (ii) the amount of such Action or claimpayments are determined pursuant to SECTION 8.5(c) if an Objection Notice has not been timely delivered in accordance with SECTION 8.5(b) or (iiiii) would result in both such amount and the imposition Indemnifying Party’s obligation to pay such amount have been finally determined by a final judgment of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawcourt having jurisdiction over such proceeding as permitted by SECTION 9.13 if an Objection Notice has been timely delivered in accordance with SECTION 8.5(b).

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description in reasonable detail and, together with if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses, it being agreed and understood that, if a Claim Notice is not delivered to the Indemnifying Party within 30 days after the Indemnified Party detected the fact or matter which gives rise to a claim and that it has a claim against the Indemnifying Party and determined the approximate extent thereof, any Loss that results from not complying with the 30 days time limit and could have been prevented had such Action or Damagestime limit been observed, and Quicksilver shall have the right to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect be recoverable from the indemnification obligations hereunder Indemnifying Party. (b) Within 30 days after delivery of a delivered Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the absence Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Indemnifying Party fails to take either of actual prejudice. If BreitBurn desires the foregoing actions within 45 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to participate in, but not control, any such defense assumed by Quicksilver, it may do so have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel issue in the event it Claim Notice. (d) If the Purchaser is ultimately determined that Quicksilver the Indemnified Party and if any of the Founders is liable the Indemnifying Party with respect to any claim for such Action indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the escrow agent pursuant to the terms Escrow Agreements copies of this Agreementeach Claim Notice and Objection Notice in connection with such claim. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature Any indemnification of the claim involved) Purchaser by the Founders pursuant to this Article 9 will first be satisfied by payment from the Indemnity Escrow Fund established in accordance with the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution provisions of the BreitBurn Indemnified Party’s liability with respect to Escrow Agreements until the funds contained in such Action escrow fund are exhausted or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawreleased.

Claim Procedure. BreitBurn Any Person entitled to indemnification hereunder shall (i) give Quicksilver prompt written notice to the indemnifying party of any third claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2, together with the estimated amount of such Action or Damages, and Quicksilver shall have the right to assume the defense of any such Action through claim with counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticereasonably satisfactory to the indemnified party; provided, however, that Quicksilver’s any indemnified party shall have the right to select and employ its own counsel shall be reasonably satisfactory to BreitBurn(and one local counsel). Failure to give prompt notice If such defense is assumed, the indemnifying party shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires be subject to participate inany liability for any settlement, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party compromise or consent to the entry of any judgment with respect thereto that to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder, unless such settlement, compromise or consent is consented to by such indemnifying party (i) does which consent shall not result be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in a final resolution this Section 7, an indemnifying party shall not be liable for any amounts paid in settlement, compromise or consent to the entry of any judgment with respect to with respect to any pending or threatened claim, action, suit or proceeding such settlement, compromise or consent is effected without the consent of the BreitBurn Indemnified Party’s liability indemnifying party (which consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (and one local counsel) for all parties indemnified by such indemnifying party with respect to such Action or claim (includingclaim, unless in the case reasonable judgment of any indemnified party a settlementconflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, an unconditional written release the conflicted indemnified parties shall have a right to retain one separate counsel (and one local counsel), chosen by mutual agreement of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result Holders included in the imposition of a consent orderregistration by such Holders that are conflicted indemnified parties, injunction or decree which would materially and adversely restrict at the future activity or conduct expense of the BreitBurn Indemnified Party, other than conduct which violates a Lawindemnifying party.

Claim Procedure. BreitBurn In order for any Indemnified Party to be entitled to make a claim for indemnification under this Article IX, such Indemnified Party shall give Quicksilver prompt deliver a written notice (an “Indemnification Claim Notice”) to the Indemnifying Party, as promptly as reasonably practicable after it acquires knowledge of any third party Action the fact, event or other Damages claims which may give circumstance giving rise to any indemnity obligation under a claim for Losses pursuant to this Section 9.2‎Article IX. Each Indemnification Claim Notice shall specify in reasonable detail the nature of, together with the estimated facts, circumstances and the amount or a good faith estimate (only to the extent ascertainable) of the potential Losses (the “Losses Estimate”) against which such Action or DamagesIndemnified Party seeks indemnification for, such claim asserted, and Quicksilver shall have the right to assume the defense provisions of any this Agreement upon which such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticeclaim for indemnification is made; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure any failure by such Indemnified Party to give such prompt notice Indemnification Claim Notice shall not affect relieve the Indemnifying Party of its indemnification obligations hereunder in obligations, except and only to the absence extent that the Indemnifying Party is actually and materially prejudiced thereby. After delivery of actual prejudice. If BreitBurn desires an Indemnification Claim Notice to participate inthe Indemnifying Party, but not control(i) the Indemnified Party which has provided such Indemnification Claim Notice shall, any such defense assumed by Quicksilverupon written request from the Indemnifying Party, it may do so supply and make available to the Indemnifying Party and its Representatives (at its sole the Indemnifying Party’s cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for ) all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel relevant information in the event it is ultimately determined that Quicksilver is liable for such Action pursuant its or its Affiliates’ possession relating to the terms claim reasonably requested by the Indemnifying Party (except to the extent that such action would result in a loss of this Agreement. If Quicksilver has assumed any attorney-client privilege; provided, that such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn Indemnified Party shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is use its commercially reasonable (given efforts to provide such information in such format to the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Indemnifying Party, settle any Action or claim against on an outside counsel only basis or in such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does other manner which would not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect loss of such Action or claimattorney-client privilege) or and (ii) would result the Indemnified Party shall, and shall cause its Representatives, to (A) be reasonably available to the Indemnifying Party and its Representatives (at the Indemnifying Party’s cost and expense) during normal business hours to discuss such claim, (B) render to the Indemnifying Party and its Representatives such assistance as may reasonably be requested, (C) provide reasonable access to such properties, facilities, books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the imposition of a consent orderIndemnifying Party and/or its 70 Representatives may reasonably require (at the Indemnifying Party’s cost and expense) (provided, injunction or decree which would materially and adversely restrict that the future activity or conduct accountants of the BreitBurn Indemnified Party shall not be obligated to make any working papers available to the Indemnifying Party or its Representatives unless and until such Party or such Representative, as applicable, has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise cooperate with the Indemnifying Party and its Representatives in good faith (at the Indemnifying Party’s cost and expense). Without limiting the foregoing, such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party or its Representatives of books, records and other than conduct documents and information which violates a Laware actually and reasonably relevant to such claim.

Claim Procedure. BreitBurn shall (a) A Purchaser Indemnified Party that seeks indemnity under this Article VIII will give Quicksilver prompt written notice of any third party Action or other Damages claims which may give rise (a “Claim Notice”) to any indemnity obligation under this Section 9.2the Shareholder Representative containing (i) a description and, together with if known, the estimated amount of such Action any Losses incurred or Damages, and Quicksilver shall have the right reasonably expected to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Purchaser Indemnified Party, settle any Action or claim against (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by such BreitBurn Purchaser Indemnified Party or consent and (iii) a demand for payment of those Losses. If, in the judgment of the Purchaser Indemnified Party, the facts underlying such Claim Notice concern a single Shareholder, such Shareholder will be provided with a courtesy copy of such Claim Notice at such address that the Purchaser Indemnified Party determines after a reasonably inquiry. (b) Within 60 days after delivery of a Claim Notice, the Shareholder Representative will deliver to the entry of any judgment with respect thereto that Purchaser Indemnified Party a written response in which the Shareholder Representative will either: (i) does not result in a final resolution agree that the Purchaser Indemnified Party is entitled to receive all of the BreitBurn Losses at issue in the Claim Notice; or (ii) dispute the Purchaser Indemnified Party’s liability with respect entitlement to indemnification by delivering to the Purchaser Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such Action or claim disputed item and certifying that all such disputed items are being disputed in good faith. (includingc) If the Shareholder Representative fails to take either of the foregoing actions within 60 days after delivery of the Claim Notice, then the Shareholders will be deemed to have irrevocably accepted the Claim Notice and the Shareholders will be deemed to have irrevocably agreed to pay the Losses at issue in the case of a settlement, Claim Notice. (d) If the Shareholder Representative delivers an unconditional written release Objection Notice to the Purchaser Indemnified Party within 60 days after delivery of the BreitBurn Indemnified Party from all further liability Claim Notice, then the dispute will be resolved in respect accordance with the provisions of Section 11.8. (e) The foregoing indemnification payments will be made within five Business Days after the date on which (i) the amount of such Action or claimpayments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 8.5(c) if an Objection Notice has not been timely delivered in accordance with Section 8.5(b) or (iiiii) would result both such amount and the Shareholders’ obligation to pay such amount have been determined in accordance with Section 8.5(d) if an Objection Notice has been timely delivered in accordance with Section 8.5(b) (the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Law“Settlement Date”).

Claim Procedure. BreitBurn (a) Any party hereto that seeks indemnity under Article VIII or this Article IX (an “Indemnified Party”) shall give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2, together with hereto from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party only if and to the extent such Action Loss can be estimated, (ii) a reasonably detailed explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses in accordance with the terms hereof, the General Escrow Agreement and the Venezuela Escrow Agreement, as applicable. (b) Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Indemnifying Party fails to take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party shall be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party shall be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the parties hereto shall use their reasonable efforts to resolve the disputed items. If they are unable to do so within 15 Business Days of the date of receipt by the Indemnified Party of the Objection Notice or Damagessuch longer period as may be agreed between the parties hereto, then the amount of the Losses at issue in the Claim Notice (less the amount, if any, acknowledged in the Objection Notice by the Indemnifying Party as due the Indemnified Party), shall be treated as a disputed claim to be settled pursuant to Section 12.10. (e) Any payments required to be made to a Buyer Indemnified Party pursuant to Article VIII or this Article IX (other than with respect to indemnification claims made by a Buyer Indemnified Party pursuant to Section 9.1(c)) by the Company Equityholders shall be made solely by resort to the General Escrow Fund. Any payments required to be made to a Buyer Indemnified Party pursuant to Section 9.1(c) by the Company Equityholders shall be made solely by resort first to the Venezuela Escrow Fund, and Quicksilver if insufficient to satisfy the entire amount of such payment, then to the General Escrow Fund. Any indemnification of the Company Equityholders pursuant to this Article IX shall be effected by wire transfer of immediately available funds to an account designated by the Payments Administrator. All indemnification payments to be received by the Company Equityholders in accordance with this Article IX shall be allocated among the Company Equityholders in accordance with their Applicable Pro Rata Indemnification Percentage as set forth on the Closing Date Allocation Schedule. (f) The indemnification payments referenced in Section 9.3(e) shall be made within five Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the Buyer and the Company Equityholder Representative, (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been determined by a final Order of a court having jurisdiction over such Proceeding as permitted by Section 12.10 if an Objection Notice has been timely delivered in accordance with Section 9.3(b). (g) Upon expiration of the General Escrow Period, the Company Equityholder Representative and the Buyer shall promptly prepare, execute and deliver joint written instructions to the Escrow Agent to disburse to the Payments Administrator for distribution to the Company Equityholders (in accordance with their Applicable Pro Rata Indemnification Percentage) the remainder of the General Escrow Fund (if any), less any Pending Claims Amount. Amounts remaining in the General Escrow Fund after the expiration of the General Escrow Period on account of a disputed or otherwise outstanding claim shall be released from time to time by the Escrow Agent to the Buyer Indemnified Parties or the Payments Administrator for distribution to the Company Equityholders (in accordance with their Pro Rata Share), as applicable, within five (5) Business Days after the date on which (i) the amount of any payment required to be made on account of such disputed claim is determined by mutual agreement of the Buyer and the Company Equityholder Representative or (ii) both such amount and the Indemnifying Party’s obligation to pay such amount have been determined by a final Order of a court having jurisdiction over such Proceeding as permitted by Section 12.10. Any cash payments to be made as a result of this Section 9.3(g) shall be paid within five (5) Business Days of the final determination of such amounts by wire transfer of immediately available funds. (h) For purposes of this Section 9.3 and Section 9.4, (i) with respect to indemnification from the Escrow Accounts pursuant to Section 9.1, any references to the Indemnifying Party (except provisions relating to an obligation to make (which for the avoidance of doubt shall be limited to the Escrow Accounts) or a right to receive any payments) shall be deemed to refer to the Company Equityholder Representative and (ii) if the Company Equityholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Company Equityholder Representative. (i) Notwithstanding any provision in this Article IX to the contrary, the Buyer shall not be required to provide a Claim Notice to the Company Equityholder Representative, permit the Company Equityholder Representative to assume the defense of or obtain the Company Equityholder Representative’s consent in connection with the settlement or other resolution of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue claim to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given satisfied exclusively under the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a LawPolicy.

Claim Procedure. BreitBurn Any Person entitled to indemnification hereunder shall (i) give Quicksilver prompt written notice to the indemnifying party of any third claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent such failure has materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2, together with the estimated amount of such Action or Damages, and Quicksilver shall have the right to assume the control and defense of any such Action through counsel of claim, at its own choosingcost, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticewith counsel reasonably satisfactory to the indemnified party; provided, however, that Quicksilver’s counsel the indemnifying party shall not be entitled to control (but shall be reasonably satisfactory entitled to BreitBurnparticipate at its own expense in the defense of) and the indemnified party shall be entitled to have control over, at the indemnifying party’s sole expense, the control and defense of any third party claim (A) if the indemnifying party shall have failed to acknowledge its indemnification obligations hereunder, (B) if the indemnifying party fails to actively assume the control and defense in a timely manner, (C) if the indemnified party, based on advice of counsel to the indemnified party, shall have concluded that there are defenses available to the indemnified party that are different from or additional to those available to the indemnifying party. Failure to give prompt notice If such defense is assumed, the indemnifying party shall not affect be subject to any liability for any settlement made by the indemnification obligations hereunder in indemnified party without such indemnifying party’s consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the absence control and defense of actual prejudice. If BreitBurn desires a claim shall not be obligated to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs pay the fees and expenses of defending such Action incurred by BreitBurnmore than one counsel, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant addition to the terms of this Agreement. If Quicksilver has assumed any such defenselocal counsel, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending parties indemnified by such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability indemnifying party with respect to such Action or claim (includingclaim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, in addition to any local counsel, chosen by the case of a settlementHolder if such Holder is an indemnified party, an unconditional written release at the expense of the BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates a Lawindemnifying party.

Claim Procedure. BreitBurn shall (a) A party that seeks indemnity under this ARTICLE 10 (an “Indemnified Party”) will give Quicksilver prompt written notice of any third (a “Claim Notice”) to the party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description with reasonable detail and, together with if known, the estimated amount of such Action any Losses incurred or Damagesreasonably expected to be incurred by the Indemnified Party and the method of computation thereof, and Quicksilver (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party. Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation under this Agreement except to the extent the Indemnifying Party is thereby materially prejudiced. For purposes of this ARTICLE 10, the Seller ​ ​ ​ Representative, as representative of the Sellers, shall receive all notices and take all actions on behalf of the Sellers. (b) Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. During such 30 day period, the Indemnifying Party and its professional advisors shall have the right opportunity to assume investigate the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written notice; provided, however, that Quicksilver’s counsel shall be reasonably satisfactory to BreitBurn. Failure matter or circumstance alleged to give prompt notice rise to the Claim Notice, and whether and to what extent any amount is payable in respect of the Claim Notice and the Indemnified Party shall not affect assist the indemnification obligations hereunder Indemnifying Party’s investigation by giving such reasonably requested information in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receipt, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature possession of the claim involved) in the manner of defense and the costs and expenses incurred. Quicksilver shall not, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the BreitBurn Indemnified Party’s liability with respect to such Action Claim Notice upon prior written notice and during normal business hours as the Indemnifying Party or claim (includingany of its professional advisors may reasonably request. If the Indemnifying Party fails to so respond within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the case Claim Notice. (c) If any Purchaser Indemnified Party is the Indemnified Party with respect to any claim for indemnification pursuant to this ARTICLE 10 and the Escrow Amount remains in the Escrow Account, the parties will contemporaneously deliver to the Escrow Agent copies of a settlementeach Claim Notice and Objection Notice in connection with such claim. (d) If, an unconditional written release within 30 days after delivery of the BreitBurn Claim Notice, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to indemnification for the Losses described in the Claim Notice (an “Objection Notice”), then the dispute may be resolved by any legally available means consistent with the provisions of Section 11.11. (e) Any indemnification payment pursuant to this ARTICLE 10 will be effected by wire transfer of immediately available funds from the Indemnifying Party from all further liability in respect to an account designated by the Indemnified Party, and will be made within five Business Days after the date on which (i) the amount of such Action or claimpayments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 10.3 if a written response has not been timely delivered in accordance with Section 10.3(b) or (iiiii) would result in both such amount and the imposition Indemnifying Party’s obligation to pay such amount have been finally determined by a final judgment of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the BreitBurn Indemnified Party, other than conduct which violates court having jurisdiction over such proceeding as permitted by Section 11.11 if a Lawwritten response has been timely delivered in accordance with Section 10.3(b).

Claim Procedure. BreitBurn (a) If Buyer seeks recovery under this Schedule 3 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then Buyer shall give Quicksilver prompt written a Claim Notice to Seller within ten (10) Business Days after the Buyer has received notice or otherwise learns of any third party Action or other Damages claims which may give rise to any indemnity obligation under this Section 9.2, together with the estimated amount assertion of such Action or Damages, and Quicksilver shall have the right to assume the defense of any such Action through counsel of its own choosing, by so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written noticeThird Party Claim; provided, however, that Quicksilver’s counsel no delay or deficiency on the part of Buyer in so notifying Seller shall be reasonably satisfactory relieve Seller of any liability under this Agreement except to BreitBurn. Failure the extent such delay or deficiency prejudices or otherwise adversely affects the rights of Seller with respect thereto. (b) In the event of a Third Party Claim, Buyer shall use its commercially reasonable efforts (at the cost and expense of Seller) to give prompt notice shall not affect the indemnification obligations hereunder allow Seller to participate in the absence of actual prejudice. If BreitBurn desires to participate in, but not control, any such defense assumed by Quicksilver, it may do so at its sole cost and expense. If Quicksilver declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such Action incurred by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Quicksilver is liable for such Action pursuant to the terms of this Agreement. If Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to diligently maintain such defense, then BreitBurn shall give Quicksilver written notice thereof and, if Quicksilver does not take reasonable action to remedy such failure within thirty (30) days after receiptSeller so chooses, then BreitBurn may assume such defense and Quicksilver shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the size and nature at any time control of the claim involved) defense thereof with counsel reasonably satisfactory to Buyer by giving to Buyer written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that Buyer may participate in the manner defense of defense and the costs and expenses incurred. Quicksilver such Third Party Claim with its own counsel at its own expense. (c) Seller shall notnot agree to any settlement of, without the written consent of a BreitBurn Indemnified Party, settle any Action or claim against such BreitBurn Indemnified Party or consent to the entry of any judgment with respect thereto (other than a judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of Buyer; provided, however, that the consent of Buyer shall not be required if Seller agrees in writing to pay any amounts payable pursuant to such settlement or any judgment and such settlement or judgment includes a full, complete and unconditional release of Buyer from further liability. Buyer shall not agree to any settlement of, or the entry of any judgment (other than a judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of Seller. (d) The obligations of Buyer under paragraphs 7(b) and 7(c) shall not apply to a Third Party Claim if the Third Party Claim (i) does not result in a final resolution is for more than two hundred percent (200%) of the BreitBurn Indemnified Party’s liability with respect to such Action or claim (including, in the case of a settlement, an unconditional written release of the BreitBurn Indemnified Party from all further liability amount claimed by Buyer against Seller in respect of such Action or claim) or Third Party Claim; (ii) is for equitable relief; (iii) is criminal in nature or (iv) would result in the imposition of a consent orderbe or be likely to be materially adversely prejudicial to Buyer’s and/or any Acquired Company’s business, injunction goodwill, standing or decree which would materially and adversely restrict the future activity reputation, or conduct of the BreitBurn Indemnified Partyto Buyer’s and/or any Acquired Company’s relationship with its customers, other than conduct which violates a Lawsuppliers, employees, or any Governmental Authorities.