Common use of Claim Procedure Clause in Contracts

Claim Procedure. (a) A party that seeks indemnity under this Article 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (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 Claim Notice. (c) If, within thirty (30) days after delivery of the 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, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.11. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b).

Claim Procedure. (a) A party that seeks indemnity under this Article 7 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified PartyParty and (iii) a demand for payment of those Losses. (b) Within thirty (30) 30 days after delivery of 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 such 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 so respond take either of the foregoing actions within thirty (30) 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. (cd) If, If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within thirty (30) 30 days after delivery of the 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, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.1110.12. (de) Any indemnification payment of the Purchaser Indemnified Parties pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party Seller or the Shareholders to an account designated by the Indemnified PartyPurchaser, 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 (5) Business Days business days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 9.3(c) if a written response an Objection Notice has not been timely delivered in accordance with Section 7.3(b9.3(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 8.11 10.12 if a written response an Objection Notice has been timely delivered in accordance with Section 7.3(b9.3(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) if the Seller or the Shareholders comprises the Indemnified Party, any references to the Indemnified 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.

Claim Procedure. (a) A party Purchaser Indemnified Party that seeks indemnity under this Article 7 (an “Indemnified Party”) VIII will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) Shareholder Representative containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the such Purchaser Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by such Purchaser Indemnified Party 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 thirty (30) 60 days after delivery of a Claim Notice, the Indemnifying Party Shareholder Representative will deliver to the Purchaser Indemnified Party a written response in which the Shareholder Representative will either: (i) agree that the Purchaser Indemnified Party is entitled to such receive all of the Losses at issue in the Claim Notice. ; or (ii) dispute the Purchaser Indemnified Party’s 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 disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Indemnifying Party Shareholder Representative fails to so respond take either of the foregoing actions within thirty (30) 60 days after delivery of the Claim Notice, then the Indemnifying Party 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 Claim Notice. (cd) If, If the Shareholder Representative delivers an Objection Notice to the Purchaser Indemnified Party within thirty (30) 60 days after delivery of the 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, then the dispute may will be resolved by any legally available means consistent in accordance with the provisions of Section 8.1111.8. (de) Any The foregoing indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and payments will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 8.5(c) if a written response an Objection Notice has not been timely delivered in accordance with Section 7.3(b8.5(b) or (iii) both such amount and the Indemnifying Party’s Shareholders’ obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by in accordance with Section 8.11 8.5(d) if a written response an Objection Notice has been timely delivered in accordance with Section 7.3(b8.5(b) (the “Settlement Date”).

Claim Procedure. (a) A BreitBurn shall give Quicksilver prompt written notice of any third party that seeks Action or other Damages claims which may give rise to any indemnity obligation under this Article 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description andSection 9.2, if known, together with the estimated amount of such Action or Damages, and Quicksilver shall have the right to assume the defense of any Losses incurred or 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 expected 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 Indemnified Party, and (ii) a reasonable explanation of the basis event it is ultimately determined that Quicksilver is liable for the Claim Notice such Action pursuant to the extent terms of the facts then known by the Indemnified Party. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Noticethis Agreement. If the Indemnifying Party fails Quicksilver has assumed any such defense, but thereafter Quicksilver has failed to so respond 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 delivery 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 Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue claim involved) in the Claim Notice. 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 (ci) If, within thirty (30) days after delivery does not result in a final resolution of the Claim Notice, the Indemnifying Party delivers a written notice disputing the BreitBurn Indemnified Party’s entitlement liability with respect to indemnification for the Losses described such Action or claim (including, in the Claim Noticecase of a settlement, then an unconditional written release of the dispute may be resolved by any legally available means consistent with BreitBurn Indemnified Party from all further liability in respect of such Action or claim) or (ii) would result in the provisions imposition of Section 8.11. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of immediately available funds from the Indemnifying Party to an account designated by the BreitBurn Indemnified Party, and will be made within five (5) Business Days after the date on other than conduct which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if violates a written response has not been timely delivered in accordance with Section 7.3(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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)Law.

Claim Procedure. If an Indemnified Party learns of an actual or potential indemnity claim (aother than a claim by a third Person) A party that seeks for which such Indemnified Party may 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 ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. practicable, the estimated amount of such claim to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such indemnity under this Article 7 claim) (an “Indemnified Party”) will give written notice (such notice, a “Claim Notice”) ); provided, that the failure of an Indemnified Party to the party from whom give timely notice shall not affect its rights to indemnification is sought (an “Indemnifying Party”) containing (i) a description andunder Section 7.1, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice except to the extent that the Indemnitor has been actually and materially prejudiced by such failure. Within ten (10) days following receipt of the facts then known by the Indemnified Party. (b) Within thirty (30) days after delivery of a applicable Claim Notice, the Indemnifying Party will deliver to the Indemnitor shall notify such Indemnified Party in writing if the Indemnitor disputes that all or a written response portion of such indemnity claim is subject to such Claim Notice. If indemnification hereunder, specifying the Indemnifying Party fails to amount, if applicable, so respond within thirty (30) days after delivery of disputed, and otherwise the Claim Notice, then the Indemnifying Party will Indemnitor shall be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. (c) If, within thirty (30) days after delivery that any undisputed portion of the Claim Notice, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement such indemnity claim is subject to indemnification for hereunder. Any such indemnity claim that the Losses described in the Claim NoticeIndemnitor has agreed, then the dispute may or has been deemed to have agreed, is subject to indemnification hereunder shall be resolved by any legally available means consistent with the provisions of Section 8.11. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered paid in accordance with Section 7.3(b) 7.2.2. With respect to any disputed indemnity claim, after final judgment or (iii) both award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of 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 the Indemnitor, the Indemnified Party shall forward to the Indemnitor notice of any sums due and owing by the Indemnitor with respect to such matter, and 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 shall be paid as permitted by provided in Section 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)7.2.2.

Claim Procedure. (a) A party that seeks indemnity under this Article 7 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description in reasonable detail and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (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 time limit been observed, shall not be recoverable from the Indemnifying Party. (b) Within thirty (30) 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 such 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 so respond take either of the foregoing actions within thirty (30) 45 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. (cd) If, within thirty (30) days after delivery If the Purchaser is the Indemnified Party and if any of the Claim Notice, Founders is the Indemnifying Party delivers a written notice disputing with respect to any claim for indemnification pursuant to this Article 9, the Indemnified Party’s entitlement parties will contemporaneously deliver to indemnification for the Losses described escrow agent pursuant to the Escrow Agreements copies of each Claim Notice and Objection Notice in the Claim Notice, then the dispute may be resolved by any legally available means consistent connection with the provisions of Section 8.11. (d) such claim. Any indemnification payment of the Purchaser by the Founders pursuant to this Article 9 will first be effected satisfied by wire transfer of immediately available funds payment from the Indemnifying Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered Indemnity Escrow Fund established in accordance with Section 7.3(b) the provisions of the Escrow Agreements until the funds contained in such escrow fund are exhausted 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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)released.

Claim Procedure. (a) A party that seeks indemnity under this Article 7 X (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified PartyParty and (iii) a demand for payment of those Losses. (b) Within thirty (30) days after delivery of 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 such 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 so respond take either of the foregoing actions within thirty (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. (cd) If, If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within thirty (30) days after delivery of the 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, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.1111.12. (de) Any indemnification payment of the Purchaser Indemnified Parties pursuant to this Article 9 X will be effected by wire transfer of immediately available funds from the Indemnifying Party Seller to an account designated by the Indemnified PartyPurchaser, and any indemnification of the Seller pursuant to this Article X will be effected by wire transfer of immediately available funds to an account designated by the Seller. (f) The foregoing indemnification payments will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 10.03(c) if a written response an Objection Notice has not been timely delivered in accordance with Section 7.3(b10.03(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment Governmental Order of a court having jurisdiction over such proceeding as permitted by Section 8.11 11.12 if a written response an Objection Notice has been timely delivered in accordance with Section 7.3(b10.03(b).

Claim Procedure. (a) A party that If Buyer seeks indemnity recovery under this Article 7 (an “Indemnified Party”) will give written notice Schedule 3 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Claim NoticeThird Party Claim”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) ), then Buyer shall give a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to Seller within ten (10) Business Days after the Buyer has received notice or otherwise learns of the assertion of such Third Party Claim; provided, however, that no delay or deficiency on the part of Buyer in so notifying Seller shall relieve Seller of any liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the facts then known by the Indemnified PartySeller with respect thereto. (b) Within thirty (30) days after delivery In the event of a Claim NoticeThird Party Claim, Buyer shall use its commercially reasonable efforts (at the Indemnifying Party will deliver cost and expense of Seller) to allow Seller to participate in the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to defense thereof and, if Seller so respond within thirty (30) days after delivery chooses, assume at any time control of the Claim Noticedefense 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, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue however, that Buyer may participate in the defense of such Third Party Claim Noticewith its own counsel at its own expense. (c) IfSeller shall not agree to any settlement of, within thirty or consent to the entry of any judgment (30other than a judgment of dismissal on the merits without costs) days after delivery 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 Notice, without the Indemnifying Party delivers a prior written notice disputing the Indemnified Party’s entitlement to indemnification for the Losses described in the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions consent of Section 8.11Seller. (d) Any indemnification payment pursuant The obligations of Buyer under paragraphs 7(b) and 7(c) shall not apply to this Article 9 will be effected by wire transfer of immediately available funds from a Third Party Claim if the Indemnifying Third Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which Claim (i) is for more than two hundred percent (200%) of the amount claimed by Buyer against Seller in respect of such payments are determined by mutual agreement of the parties, Third Party Claim; (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(b) or is for equitable relief; (iii) both such amount and the Indemnifying Partyis criminal in nature or (iv) would be or be likely to be materially adversely prejudicial to Buyer’s obligation and/or any Acquired Company’s business, goodwill, standing or reputation, or to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 8.11 if a written response has been timely delivered in accordance Buyer’s and/or any Acquired Company’s relationship with Section 7.3(b)its customers, suppliers, employees, or any Governmental Authorities.

Claim Procedure. (a) A party that seeks indemnity In the event that, at any time or from time to time after the Closing Date, an Indemnitee shall sustain a Loss against which such Indemnitee is entitled to indemnification under this Article 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to Agreement, such Indemnitee shall notify the party from whom hereto obligated to provide such indemnification is sought (an “Indemnifying Party”the "Indemnitor") containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response such Loss so sustained. Indemnitor shall pay to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (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 Claim Notice. (c) If, within thirty (30) days after delivery of the 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, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.11. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) Indemnitee the amount of such payments are determined by mutual agreement 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 partiesexistence of any claim, demand, or other 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, which approval shall not be unreasonably withheld); provided that the Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. If the Indemnitor shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have the right, but not the 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 associated expenses shall be paid by the Indemnitor. Challenge By Indemnitor. If Indemnitor contests or challenges any claim or action against an Indemnified Party referred to in this Article, it shall (i) do so at its own cost and expense, holding such Indemnified Party harmless from all costs, fees, expenses, debts, liabilities and changes, (ii) the amount of diligently defend against any such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(b) or claim, and (iii) both hold such amount Indemnified Party's business 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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)assets free and harmless from any attachment, execution, judgment, lien or other legal process.

Claim Procedure. (a) A party that seeks indemnity under this Article 7 ARTICLE 10 (an “Indemnified Party”) will give prompt written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description with reasonable detail and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified PartyParty and the method of computation thereof, and (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 thirty (30) 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 opportunity to investigate the matter or circumstance alleged to give 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 assist the Indemnifying Party’s investigation by giving such reasonably requested information in the possession of the Indemnified Party with respect to such Claim Notice upon prior written notice and during normal business hours as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party fails to so respond within thirty (30) 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 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 each Claim Notice and Objection Notice in connection with such claim. (d) If, within thirty (30) 30 days after delivery of the 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 8.1111.11. (de) Any indemnification payment pursuant to this Article 9 ARTICLE 10 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 10.3 if a written response has not been timely delivered in accordance with Section 7.3(b10.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment judgment of a court having jurisdiction over such proceeding as permitted by Section 8.11 11.11 if a written response has been timely delivered in accordance with Section 7.3(b10.3(b).

Claim Procedure. (ai) A party that seeks indemnity In order for any Indemnified Person to be entitled to make a claim for indemnification under this Article 7 8, Parent shall deliver a written notice (an “Indemnified Party”) will give written notice (a “Indemnification Claim Notice”) to the party Securityholder Representative, as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses pursuant to this Article 8. Parent may update an Indemnification Claim Notice from whom time to time to reflect any change in circumstances following the date of delivery thereof. Each Indemnification Claim Notice shall specify in reasonable detail the nature of, the facts, circumstances and the amount or a good faith estimate (to the extent ascertainable) of the potential Losses against which such Indemnified Person seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is sought (an “made; provided, however, any failure by Parent to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party”) containing (i) a description andSecurityholders of their indemnification obligations, if known, except and only to the estimated amount of any Losses incurred or reasonably expected to be incurred by extent that the Indemnified Party, Indemnifying Securityholders are actually and materially prejudiced thereby. (ii) a reasonable explanation After delivery of the basis for the an Indemnification Claim Notice to the extent Securityholder Representative, (A) Parent shall, 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 facts then known Indemnifying Securityholders) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the Indemnified PartySecurityholder Representative (except to the extent that such action could jeopardize attorney-client privilege; provided, however, Parent shall 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 the loss of such attorney-client privilege) and (B) Parent shall, and shall cause its Representatives, to (1) be reasonably available to the Securityholder Representative (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) on reasonable advance notice during normal business hours to discuss such claim, (2) render to the Securityholder Representative and its Representatives such assistance as may reasonably be requested by the Securityholder Representative, (3) 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 shall 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 (4) 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 shall 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. (biii) Within The Securityholder Representative may, within thirty (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, (1) that the Indemnified Person 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 (2) 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 shall be without prejudice to the Indemnified Person’s 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 shall be deemed to be finally resolved for purposes of this Article 8 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 amounts or matters in dispute, or portions thereof and (C) thirty (30) days after delivery of a such Indemnification Claim Notice, Notice if the Indemnifying Party will Securityholder Representative fails to deliver an Indemnification Claim Response in respect thereof prior to the Indemnified Party a written response to expiry of such Claim Notice. If the Indemnifying Party fails to so respond within thirty (30) days after delivery of the Claim Noticeday period (clauses (A), then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice (B) and agreed to pay the Losses at issue in the Claim Notice(C), together, a “Final Resolution”). (cv) If, within thirty (30) days after delivery of the Claim Notice, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement If any amount is payable to indemnification for the Losses described in the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.11. (d) Any indemnification payment Parent pursuant to this Article 9 will be effected by wire transfer of immediately available funds from a Final Resolution, (A) to the Indemnifying Party to an account designated by the Indemnified Party, and extent such payment will be made from the Escrow Fund, the Securityholder Representative and Parent shall promptly jointly instruct the Escrow Agent to release to Parent from the Escrow Fund such amount, and (B) to the extent that the amount remaining in the Indemnity Escrow Fund is insufficient to cover such amount each Indemnifying Securityholder shall, subject to the limitations contained in Section 8.3, within five ten (510) Business Days after following the date on which of the determination of the Agreed Amount, pay such Indemnifying Securityholder’s Pro Rata Portion (ias of the date of such determination) of the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant shortfall to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)Parent.

Claim Procedure. (a) A BreitBurn shall give AEO prompt written notice of any third party that seeks claim or other Damages claims which may give rise to any indemnity obligation under this Article 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description andSection 10.3, if known, together with the estimated amount of such action or Damages, and AEO shall have the right to assume the defense of any Losses such action through counsel of its own choosing, by so notifying BreitBurn within sixty days of receipt of BreitBurn’s written notice; provided, however, that AEO’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 AEO, it may do so at its sole cost and expense. If AEO declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such action incurred or reasonably expected by BreitBurn, including reasonable fees and disbursements of counsel in the event it is ultimately determined that AEO is liable for such action pursuant to the terms of this Agreement. If AEO has assumed any such defense, but thereafter AEO has failed to diligently maintain such defense, then BreitBurn shall give AEO written notice thereof and, if AEO does not take reasonable action to remedy such failure within thirty days after receipt, then BreitBurn may assume such defense and AEO shall continue to be liable for all reasonable costs and expenses incurred by in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (given the Indemnified Party, size and (ii) a reasonable explanation nature of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party. (bclaim involved) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (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 Claim Notice. (c) If, within thirty (30) days after delivery manner of the 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, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.11. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(b) or (iii) both such amount defense 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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)costs and expenses incurred.

Claim Procedure. (a) A party that seeks indemnity under this Article 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) Any Person entitled to the party from whom indemnification is sought (an “Indemnifying Party”) containing hereunder shall (i) a description and, if known, give prompt written notice to the estimated amount indemnifying party of any Losses incurred or reasonably expected claim with respect to be incurred by which it seeks indemnification (provided that the Indemnified Party, 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 reasonable explanation conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the basis for the Claim Notice control and defense of such claim, at its own cost, with counsel reasonably satisfactory to the extent indemnified party; provided, however, that the indemnifying party shall not be entitled to control (but shall be entitled to participate 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 facts then known 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. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the Indemnified Party. indemnified party without such indemnifying party’s consent (b) Within thirty (30) days after delivery 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 control and defense of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (30) days after delivery of the Claim Notice, then the Indemnifying Party will claim shall not be deemed to have irrevocably accepted the Claim Notice and agreed obligated to pay the Losses at issue fees and expenses of more than one counsel, in addition to any local counsel, for all parties indemnified by such indemnifying party with respect to such claim, unless in the Claim Notice. (c) Ifreasonable 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, within thirty (30) days after delivery the conflicted indemnified parties shall have a right to retain one separate counsel, in addition to any local counsel, chosen by the Holder if such Holder is an indemnified party, at the expense of the 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, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.11indemnifying party. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b).

Claim Procedure. (a) A party that If Electrum seeks indemnity remedies under this Article 7 (an “Indemnified Party”) 10, it will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) Grove containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by as a result of the Indemnified Partyinaccuracy or breach, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by Electrum and (iii) a demand for the Indemnified Partyrelease of shares of Common Stock from the Escrow Account. (b) Within thirty (30) 30 days after delivery of a Claim Notice, the Indemnifying Party Grove will deliver to the Indemnified Party Electrum a written response in which Grove will either: (i) Agree that Electrum is entitled to such receive all of the Losses at issue in the Claim Notice. ; or (ii) Dispute Electrum’s entitlement to receive all or any part of 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 the Indemnifying Party fails to so respond take either of the foregoing actions within thirty (30) 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. (cd) If, If Grove delivers an Objection Notice to the Indemnified Party within thirty (30) 30 days after delivery of the 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, then the dispute may will be resolved by binding arbitration before three arbitrators in Dallas, Texas pursuant to the rules of the American Arbitration Association. (e) Any Claim Notice and any legally available means consistent Objection Notice will be contemporaneously delivered to the Escrow Agent. (f) Any Losses paid under Sections under this Article will be paid exclusively by release of shares of Common Stock from the Escrow Account established in accordance with the provisions of Section 8.11the Escrow Agreement in an amount equal to the amount of the Losses. Shares of Common Stock released from the Escrow Account will be considered surrendered by Grove to Electrum for cancellation. The value of each share of Common Stock released from the Escrow Account and surrendered to 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”). (dg) Any indemnification payment The Escrow Agreement will provide that 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, 2006, if there is not then outstanding any Claim Notice that has not been resolved pursuant to this Article 9 Section. The Escrow Agreement will provide that the remaining one-half of the Escrow Shares will be effected by wire transfer released within 30 days after receipt of immediately available funds from the Indemnifying Party independent auditors’ report with respect to an account designated by the Indemnified Partyfinancial statements of Electrum for the year ended December 31, and will 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 made within five (5) Business Days after retained in the date on which (i) Escrow Account with a Market Value equal to the good faith amount of such payments are claim as determined by mutual agreement of the parties, (ii) the amount of Electrum until such payments are determined claim is resolved pursuant to the provisions of this Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)9.2.

Claim Procedure. (a) A Any party hereto that seeks indemnity under Article VIII or this Article 7 IX (an “Indemnified Party”) will shall give written notice (a “Claim Notice”) to the party hereto from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, and the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified PartyParty only if and to the extent such Loss can be estimated, and (ii) a reasonable reasonably detailed explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified PartyParty 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 thirty (30) 30 days after delivery of a Claim Notice, the Indemnifying Party will 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 such 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 so respond take either of the foregoing actions within thirty (30) 30 days after delivery of the Claim Notice, then the Indemnifying Party will 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. (cd) If, If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within thirty (30) 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 such 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 delivers a written notice disputing as due the Indemnified Party’s entitlement ), shall be treated as a disputed claim to indemnification for the Losses described in the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of settled pursuant to Section 8.1112.10. (de) 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 payment 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 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 9 will IX shall be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and will 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 (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the partiesBuyer and the Company Equityholder Representative, (ii) the amount of such payments are determined pursuant to Section 7.3 9.3(c) if a written response an Objection Notice has not been timely delivered in accordance with Section 7.3(b9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment Order of a court having jurisdiction over such proceeding Proceeding as permitted by Section 8.11 12.10 if a written response an Objection Notice has been timely delivered in accordance with Section 7.3(b9.3(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 claim to be satisfied exclusively under the Policy.

Claim Procedure. If UTI or Buyer (a) A party that seeks indemnity under this Article 7 (each an “"Indemnified Party”"), receives knowledge of any matter with respect to which the other party (the "Indemnitor") will 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 the Indemnitor written notice of the assertion of the claim; (a “Claim Notice”2) furnish the Indemnitor relevant information and copies of all pertinent documents relating to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) claim within a description and, if known, the estimated amount reasonable period of any Losses incurred or reasonably expected to be incurred by time after the Indemnified Party, and (ii) Party s receipt thereof or Indemnified Parties becoming aware of a reasonable explanation claim. The failure of the basis for Indemnified Party to give notice of the Claim Notice 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 applicable period for the survival of the facts then known warranties and representations upon receipt of such notice. The Indemnitor shall thereupon undertake and continuously conduct the defense of any claim with counsel of reputable standing, and the indemnified Party may participate in such defense by counsel of its own choosing at its own expense. If the Indemnified Party. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver Indemnitor is required to pay any amount to the Indemnified Party a written response hereunder, such amount shall be paid promptly by the Indemnitor to such Claim Noticethe Indemnified Party. If the Indemnifying Indemnitor does not timely undertake or continuously defend any such claim, the Indemnified Party fails shall have the right to so respond within thirty (30) days after delivery defend or dispose of the Claim Noticeclaim in such manner as it deems advisable, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. (c) Ifand, within thirty (30) days after delivery of the Claim Notice, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to indemnification for the Losses described in the Claim Noticepurposes hereof, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.11. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated as if such defense or disposition had been undertaken or made by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)Indemnitor.

Claim Procedure. (a) A party that seeks indemnity under this Article 7 (an “Indemnified Party”) will The Purchaser shall give the Seller written notice (a “Claim Indemnification Notice”) of any facts and the circumstances giving rise to a Claim promptly after the Purchaser becoming aware of the facts and circumstances giving rise to such Claim, but the failure to notify the Seller will not relieve the Seller of any liability that it may have [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. to Purchaser, except to the party from whom indemnification extent that the Seller demonstrates that the defense of such action is sought prejudiced by the Purchaser’s failure to give such notice. (b) If the Claim relates to a claim or the commencement of an action or proceeding (a “Indemnifying PartyProceeding”) containing by a Third Party against the Company and/or the Purchaser, then the Seller shall have, upon request within 20 business days after receipt of the Indemnification Notice, the right to defend, at its own expense and by its own counsel (and such counsel reasonably satisfactory to Purchaser), any such matter involving the asserted liability of the Company and/or the Purchaser. If the Seller assumes the defense of such a Claim, no compromise or settlement of such Claim may be effected by the Seller without the Purchaser’s consent (which may not be unreasonably withheld) unless (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred sole relief provided is monetary damages that are paid in full by the Indemnified PartySeller, and (ii) the Purchaser will have no liability with respect to any compromise or settlement of such Claim effected without its consent. Notwithstanding the foregoing, if Purchaser determines in good faith that there is a reasonable explanation probability that a Proceeding may adversely affect it or its affiliates (other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement), the basis for the Claim Notice Purchaser may, by notice to the extent of Seller assume the facts then known exclusive right to defend, compromise or settle such Proceeding, but the Seller will not be bound by the Indemnified Party. (b) Within thirty (30) days after delivery and determination of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to Proceeding so respond within thirty defended or any compromise or settlement effected without its consent (30) days after delivery of the Claim Notice, then the Indemnifying Party will which may not be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Noticeunreasonably withheld). (c) IfIf the Claim does not relate to a claim or the commencement of a Proceeding by a Third Party, within thirty (30) the Seller shall have 20 business days after delivery receipt of the Indemnification Notice during which it shall have the right to object to the subject matter and the amount of the Claim set forth in the Indemnification Notice by delivering written notice thereof to the Purchaser. If the Seller sends notice to the Purchaser objecting to the matters set forth in the Indemnification Notice, the Indemnifying Party delivers a written notice disputing Seller and the Indemnified Party’s entitlement Purchaser shall use their best efforts to indemnification for settle the Losses described Claim. If the Seller and the Purchaser are unable to settle the Claim, the matter shall be resolved in the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions manner set forth in Article 15 of Section 8.11this Agreement. (d) Any indemnification payment pursuant The provisions of sections 8.5 shall not apply to this the provisions set forth in Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, 7.5 and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(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 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)Schedule 7.5.

Claim Procedure. (a) A party that seeks indemnity In order for any Indemnified Party to be entitled to make a claim for indemnification under this Article 7 IX, such Indemnified Party shall deliver a written notice (an “Indemnified Party”) will give written notice (a “Indemnification Claim Notice”) to the party from whom Indemnifying Party, as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses pursuant to this ‎Article IX. Each Indemnification Claim Notice shall specify in reasonable detail the nature of, the 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 Indemnified Party seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is sought (made; provided, however, that any failure by such Indemnified Party to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually and materially prejudiced thereby. After delivery of an “Indemnification Claim Notice to the Indemnifying Party”) containing , (i) a description andthe Indemnified Party which has provided such Indemnification Claim Notice shall, if knownupon written request from the Indemnifying Party, supply and make available to the estimated amount of any Losses incurred Indemnifying Party and its Representatives (at the Indemnifying Party’s cost and expense) all relevant information in its or its Affiliates’ possession relating to the claim reasonably expected to be incurred requested by the Indemnifying Party (except to the extent that such action would result in a loss of attorney-client privilege; provided, that such Indemnified Party shall use its commercially reasonable efforts to provide such information in such format to the Indemnifying Party, or on an outside counsel only basis or in such other manner which would not result in the loss of such attorney-client privilege) and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party. Party shall, and shall cause its Representatives, to (bA) Within thirty (30) days after delivery of a Claim Notice, be reasonably available to the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty and its Representatives (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 Claim Notice. (c) If, within thirty (30) days after delivery of the 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, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.11. (d) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(b) or (iii) both such amount and the Indemnifying Party’s obligation cost and expense) during normal business hours to pay discuss such amount have been finally determined by 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 Indemnifying Party and/or its 70 Representatives may reasonably require (at the Indemnifying Party’s cost and expense) (provided, that the accountants of the 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 final Judgment 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 a court having jurisdiction over books, records and other documents and information which are actually and reasonably relevant to such proceeding as permitted by Section 8.11 if a written response has been timely delivered in accordance with Section 7.3(b)claim.

Claim Procedure. If a claim for Losses (aa “Claim”) A party that seeks indemnity under this Article 7 is to be made by any Purchaser Indemnified Person or Seller Indemnified Person (an “Indemnified Partyindemnified party”) will pursuant to Section 7.2 or Section 7.3, respectively, such indemnified party shall give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description andSeller, if known, in the estimated amount case of any Losses incurred or reasonably expected indemnification pursuant to be incurred by the Indemnified PartySection 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 fact, condition or 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 reasonable explanation matter subject to indemnity hereunder, notice thereof (a “Third Party Notice”) shall promptly be given to the indemnifying party. The failure of the basis for the Claim Notice any indemnified party to give timely notice hereunder shall not affect such indemnified party’s rights to indemnification hereunder, except to the extent of such delay or failure prejudices the facts then known by the Indemnified Party. (b) Within thirty (30) days after delivery indemnifying party’s ability to defend such Claim or Action or mitigate any Losses resulting therefrom. After receipt of a Claim Third Party Notice, the Indemnifying Party will deliver to indemnifying party shall have the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (30) days after delivery of the Claim Noticeright, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. (c) If, within thirty (30) days after delivery of the Claim Notice, the Indemnifying Party delivers a by providing written notice disputing acknowledging such indemnifying party’s obligation to indemnify the Indemnified Party’s entitlement to indemnification for the Losses described in the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 8.11. (d) Any indemnification payment indemnified party pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party Section 7.2 or 7.3, as applicable, to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) take control of the amount defense and investigation of such payments are determined by mutual agreement of the partiesAction, (ii) employ and engage attorneys of its own choice (subject to the amount approval of the indemnified party, such payments are determined pursuant approval not to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(bbe unreasonably withheld or delayed) or to handle and defend the same, at the indemnifying party’s sole cost, risk and expense, and (iii) both compromise or settle such amount claim, which compromise or settlement shall be made only with the 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 and any appeal arising therefrom, and the Indemnifying Party’s indemnified party may, at its own cost, further participate in the investigation, trial and defense of such Action and any appeal arising therefrom; provided, however, that if 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 pay indemnify the indemnified party against any Losses arising from such amount 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 been finally determined by a final Judgment the right to participate therein at its own cost. Notwithstanding the indemnifying party’s election to assume the defense of a court having such Action, the indemnified party shall have, upon giving prior written notice to the indemnifying party, the right to employ separate counsel and to participate in the defense of such Action, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel for the indemnified party in each jurisdiction over such proceeding as permitted by Section 8.11 if, but only if, the indemnified party shall have reasonably concluded in good faith that (x) an actual or potential conflict of interest (including 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 reasonable good-faith judgment of the indemnified party (upon and in conformity with the advice of counsel) for the same counsel to represent both the indemnified party and the indemnifying party or (y) the claim seeks nonmonetary relief which, if a written response has been timely delivered in accordance with Section 7.3(b)granted, could materially and adversely affect the indemnified party or its Affiliates.