Common use of Claim Procedure Clause in Contracts

Claim Procedure. 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 Agreement, such Indemnitee shall notify the party hereto obligated to provide such indemnification (the "Indemnitor") of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such 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 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) diligently defend against any such claim, and (iii) hold such Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal process.

Claim Procedure. (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 a 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 Seller with respect thereto. (b) In the event thatof a Third Party Claim, Buyer shall use its commercially reasonable efforts (at any time or from time the cost and expense of Seller) to time after the Closing Date, an Indemnitee shall sustain a Loss against which such Indemnitee is entitled allow Seller to indemnification under this Agreement, such Indemnitee shall notify the party hereto obligated to provide such indemnification (the "Indemnitor") of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such 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 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 thereof and, if Seller so chooses, assume at any time control of the 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 defense of such Third Party Claim with its own counsel at its own expense. If the Indemnitor shall, within a reasonable time after said notice, fail . (c) Seller shall not agree to defend, the Indemnitee shall have the right, but not the obligation, to undertake the defense any settlement of, and or consent to compromise or settle the entry of any judgment (exercising reasonable business judgmentother than a judgment of dismissal on the merits without costs) the claim or other matter on behalfarising from, 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 any such Third Party Claim without the prior written consent of Buyer; provided, however, that the Indemnitor, which consent of Buyer shall not be unreasonably withheldrequired 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. If Buyer shall not agree to any settlement of, or the claim is one that canentry 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 by its nature be defended solely by apply to a Third Party Claim if 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 Third Party referred to in this Article, it shall Claim (i) do so at its own cost and expense, holding is for more than two hundred percent (200%) of the amount claimed by Buyer against Seller in respect of such Indemnified Third Party harmless from all costs, fees, expenses, debts, liabilities and changes, Claim; (ii) diligently defend against any such claim, and is for equitable relief; (iii) hold such Indemnified Party's business and assets free and harmless from is criminal in nature or (iv) would be or be likely to be materially adversely prejudicial to Buyer’s and/or any attachmentAcquired Company’s business, executiongoodwill, judgmentstanding or reputation, lien or other legal processto Buyer’s and/or any Acquired Company’s relationship with its customers, suppliers, employees, or any Governmental Authorities.

Claim Procedure. (i) In order for any Indemnified Person to be entitled to make a claim for indemnification under this Article 8, Parent shall deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Representative, as promptly as reasonably practicable after it acquires knowledge of the fact, event that, at any time or circumstance giving rise to a claim for Losses pursuant to this Article 8. Parent may update an Indemnification Claim Notice from time to time after to reflect any change in circumstances following the Closing Datedate of delivery thereof. Each Indemnification Claim Notice shall specify in reasonable detail the nature of, an Indemnitee shall sustain the facts, circumstances and the amount or a Loss good faith estimate (to the extent ascertainable) of the potential Losses against which such Indemnitee Indemnified Person seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is made; provided, however, any failure by Parent to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Securityholders of their indemnification obligations, except and only to the extent that the Indemnifying Securityholders are actually and materially prejudiced thereby. (ii) After delivery of an Indemnification Claim Notice to the 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 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 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. (iii) 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 indemnification under this Agreement, such Indemnitee shall notify the party hereto obligated to provide such indemnification receive an amount (the "Indemnitor"“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 Loss so sustained. Indemnitor shall pay 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 Indemnitee amounts or matters in dispute, or portions thereof and (C) thirty (30) days after delivery of such Indemnification Claim Notice if the Securityholder Representative fails to deliver an Indemnification Claim Response in respect thereof prior to the expiry of such thirty (30) day period (clauses (A), (B) and (C), together, a “Final Resolution”). (v) If any amount is payable to Parent pursuant to a Final Resolution, (A) to the 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 ten (10) Business Days following the date of the determination of the Agreed Amount, pay such Indemnifying Securityholder’s Pro Rata Portion (as of the date of such determination) of the amount of such Loss so sustained, subject shortfall 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 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) diligently defend against any such claim, and (iii) hold such Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal processParent.

Claim Procedure. In (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the event thatparty 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 time legally available means consistent with the provisions of 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 Earnout Agreement, until the funds contained in the Earnout Payments and Additional Earnout Payments, 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 time the Indemnifying Party to time an account designated by the Indemnified Party, and will be made within five (5) Business Days after the Closing Date, an Indemnitee shall sustain a Loss against date on which such Indemnitee is entitled to indemnification under this Agreement, such Indemnitee shall notify the party hereto obligated to provide such indemnification (the "Indemnitor"i) of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such 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 payments are determined by mutual agreement of the existence 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 changesparties, (ii) diligently defend against any the amount of such claim, and payments are determined pursuant to Section 9.3 if a written response has not been timely delivered in accordance with Section 9.3(b) or (iii) hold both such Indemnified amount and the Indemnifying Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal process’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 10.11 if a written response has been timely delivered in accordance with Section 9.3(b).

Claim Procedure. In A party that seeks indemnity under this Article 9 (an "Indemnified Party") will give written notice (a "Claim Notice") to the event thatparty from whom indemnification is sought (an "Indemnifying Party") containing reasonably and in good faith (i) a description and the estimated amount to the extent determinable of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, at any time or from time (ii) a reasonable explanation of the basis for the Claim Notice to time the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. Within 30 days after delivery of a Claim Notice, the Closing Date, an Indemnitee shall sustain Indemnifying Party will deliver to the Indemnified Party a Loss against written response in which such Indemnitee 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 under this Agreement, such Indemnitee shall notify by delivering to the party hereto obligated to provide such indemnification Indemnified Party a written notice (the an "IndemnitorObjection 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 legally available means consistent with the provisions of Section 11.11. If any Purchaser Indemnified Party is the Indemnified Party with respect 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 Loss so sustainedclaim. Indemnitor shall pay Any indemnification of the Securityholders pursuant to such Indemnitee 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) the amount of such 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 payments are determined by mutual agreement of the existence 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 changesparties, (ii) diligently defend against any the amount of such claim, and 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) hold 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) if the Securityholders comprise the Indemnified Party's business and assets free and harmless from , any attachment, execution, judgment, lien references to the Indemnified Party (except provisions relating to an obligation to make or other legal processa right to receive any payments) will be deemed to refer to the Stockholder Representative.

Claim Procedure. In If UTI or Buyer (each an "Indemnified Party"), receives knowledge of any matter with respect to which 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 Agreement, such Indemnitee shall notify the other party hereto obligated to provide such indemnification (the "Indemnitor") is liable under the indemnification provisions of this Agreement whether through receipt of notice of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such Loss so sustainedthird-party action, subject to the right to contest any claim which has not yet resulted in a Lossproceeding, as provided herein and under the Escrow Agreement. The Indemnitee shall promptly notify the Indemnitor of the existence of any claim, demand, or other matter involving liabilities assessment, or through knowledge of facts giving rise to third parties liability to which indemnify, the Indemnified Party shall: (1) within ten days, give the Indemnitor written notice of 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 indemnification obligations would apply 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 warranties and representations upon receipt of such notice. The Indemnitor shall give thereupon undertake and continuously conduct 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 defense of any claim with counsel of Indemnitor's selection (who shall be approved by Indemniteereputable standing, which approval shall not be unreasonably withheld); provided that and the Indemnitee shall at all times also have the right to fully indemnified Party may participate in the such defense by counsel of its own choosing at its own expense. If the Indemnitor shallis required to pay any amount to the Indemnified Party hereunder, within a reasonable time after said notice, fail such amount shall be paid promptly by the Indemnitor 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 withheldIndemnified Party. If the claim is one that canIndemnitor does not 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 timely undertake 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) diligently continuously defend against any such claim, and (iii) hold the Indemnified Party shall have the right to defend or dispose of the claim in such Indemnified Party's business and assets free and harmless from any attachmentmanner as it deems advisable, executionand, judgmentfor the purposes hereof, lien as if such defense or other legal processdisposition had been undertaken or made by the Indemnitor.

Claim Procedure. 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 (a) A party that seeks indemnity under this Agreement, such Indemnitee shall notify Article 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party hereto obligated to provide such from whom indemnification is sought (the "Indemnitor"an “Indemnifying Party”) of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such 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 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 containing (i) do so at its own cost and expensea description in reasonable detail and, holding such if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party harmless from all costs, fees, expenses, debts, liabilities and changesParty, (ii) diligently defend against any such claim, a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) hold 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 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 Claim Notice; or (ii) dispute the Indemnified Party's business ’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 assets free 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 45 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and harmless the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If the Purchaser is the Indemnified Party and if any of the Founders is the Indemnifying Party with respect to any claim for indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the escrow agent pursuant to the Escrow Agreements copies of each Claim Notice and Objection Notice in connection with such claim. Any indemnification of the Purchaser by the Founders pursuant to this Article 9 will first be satisfied by payment from any attachment, execution, judgment, lien the Indemnity Escrow Fund established in accordance with the provisions of the Escrow Agreements until the funds contained in such escrow fund are exhausted or other legal processreleased.

Claim Procedure. (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 to the Seller a written notice (a "Claim Notice") specifying in reasonable detail any facts which may give rise to an indemnity under this Agreement. If for any reason SFP fails to comply with the 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 that, at any time proceedings shall be instituted or from time to time after the Closing Date, an Indemnitee any claim or demand shall sustain be asserted by any third party (including 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 governmental entity or agency) (the a "IndemnitorThird Party Claim") in respect of any such Loss so sustained. Indemnitor shall pay to such Indemnitee which SFP may have a right of indemnification from the amount of such Loss so sustainedSeller, 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 SFP shall promptly notify the Indemnitor 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 existence of relevant proceeding or claim or demand; provided that if Seller so elects to take control, SFP may participate in 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 proceeding 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 its choice and at its own expense. If To the Indemnitor shallextent that the Seller elects not to take control of any Third Party Claim (or does not, which shall be the equivalent of having made such negative election, notify SFP in writing of its election to take control within a reasonable time after said noticethe aforesaid 30 day period), fail SFP agrees not to defend, the Indemnitee shall have the right, but not the obligation, settle or permit any Company or Subsidiary 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 any Third Party Claims without the prior written consent of the Indemnitor, which consent 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 unreasonably withheld. If entered into if in such 30 day period the claim is one that cannot by Seller notifies SFP in writing of its nature be defended solely objection, in which case SFP shall continue to contest, and cause the Companies and Subsidiaries to contest, the Third Party Claim and all reasonable out of pocket expenses incurred by the IndemnitorCompanies 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 Indemnitee Seller shall make available all information have the right, by sending written notice to SFP to request the Companies and assistance that the Indemnitee may reasonably request; Subsidiaries to enter into a settlement of any Third Party Claim, provided that any associated expenses shall that, if SFP does not wish such a settlement to 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 Articleentered into, it shall (i) do have the right to so at its own cost notify the Seller in writing within 30 days of the Seller's notice to SFP, in which case the Seller shall continue to be required to indemnify SFP with respect to the Third Party Claim, but the indemnity owed shall not exceed the amount of the indemnity which would have been owed had the proposed settlement been accepted. The Seller and expenseSFP agree to cooperate fully with each other in connection with the defense, holding such Indemnified negotiation and/or settlement of any Third Party harmless from all costs, fees, expenses, debts, liabilities Claim and changes, (ii) diligently defend against any such claim, SFP undertakes to cause the relevant Companies and/or Subsidiaries and (iii) hold such Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal processtheir counsel to so fully cooperate with Seller.

Claim Procedure. In the event that, at any time If an Indemnified Party learns of an actual or from time to time after the Closing Date, an Indemnitee shall sustain potential indemnity claim (other than a Loss against claim by a third Person) for which such Indemnitee is entitled 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 39 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 claim) (such notice, a “Claim Notice”); provided, that the failure of an Indemnified Party to give timely notice shall not affect its rights to indemnification under this AgreementSection 7.1, except to the extent that the Indemnitor has been actually and materially prejudiced by such Indemnitee failure. Within ten (10) days following receipt of the applicable Claim Notice, the Indemnitor shall notify such Indemnified Party in writing if the party hereto obligated Indemnitor disputes that all or a portion of such indemnity claim is subject to provide such indemnification (hereunder, specifying the "Indemnitor") of any such Loss amount, if applicable, so sustained. disputed, and otherwise the Indemnitor shall pay be deemed to such Indemnitee the amount have agreed that any undisputed portion of such Loss so sustained, indemnity claim is subject to the right to contest any indemnification hereunder. Any such indemnity claim which has not yet resulted in a Loss, as provided herein and under the Escrow Agreement. The Indemnitee shall promptly notify 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 the expiration of the existence of any claim, demandtime in which to appeal therefrom, or other matter involving liabilities to third parties to which a settlement shall have been consummated, or the Indemnitor's indemnification obligations would apply Indemnified Party 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, arrived at a mutually binding agreement with respect to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other each separate 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 indemnified by the Indemnitor, the Indemnitee Indemnified Party shall make available all information forward to the Indemnitor notice of any sums due and assistance that owing by the Indemnitee may reasonably request; provided that any associated expenses Indemnitor with respect to such matter, and such amount shall be paid by the Indemnitor. Challenge By Indemnitor. If Indemnitor contests or challenges any claim or action against an Indemnified Party referred to as provided 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) diligently defend against any such claim, and (iii) hold such Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal processSection 7.2.2.

Claim Procedure. In the event that, at BreitBurn shall give Quicksilver prompt written notice of any time third party Action or from time other Damages claims which may give rise to time after the Closing Date, an Indemnitee shall sustain a Loss against which such Indemnitee is entitled to indemnification any indemnity obligation under this AgreementSection 9.2, such Indemnitee shall notify together with the party hereto obligated to provide such indemnification (the "Indemnitor") of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the estimated amount of such Loss so sustainedAction or Damages, 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 Quicksilver shall promptly notify the Indemnitor of the existence 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 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 defense at its own expenseabsence of actual prejudice. If the Indemnitor shall, within a reasonable time after said notice, fail BreitBurn desires to defend, the Indemnitee shall have the rightparticipate in, but not the obligationcontrol, to undertake the any such 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 assumed 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 ArticleQuicksilver, it shall (i) may do so at its own sole cost and expense. If Quicksilver declines to assume any such defense, holding 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 harmless 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 costs, fees, expenses, debts, liabilities and changes, further liability in respect of such Action or claim) or (ii) diligently defend against any such claimwould result in the imposition of a consent order, injunction or decree which would materially and (iii) hold such adversely restrict the future activity or conduct of the BreitBurn Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal processthan conduct which violates a Law.

Claim Procedure. In order for any Indemnified Party to be entitled to make a claim for indemnification under this Article IX, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Indemnifying Party, as promptly as reasonably practicable after it acquires knowledge of the fact, event thator 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, at any time the facts, circumstances and the amount or from time a good faith estimate (only to time after the Closing Date, an Indemnitee shall sustain a Loss extent ascertainable) of the potential Losses (the “Losses Estimate”) against which such Indemnitee is entitled to Indemnified Party seeks indemnification under this Agreementfor, such Indemnitee claim asserted, and the provisions of this Agreement upon which such claim for indemnification is made; provided, however, that any failure by such Indemnified Party to give such prompt Indemnification Claim Notice shall notify not relieve the party hereto obligated 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, (i) the Indemnified Party which has provided such Indemnification Claim Notice shall, upon written request from the Indemnifying Party, supply and make available to the 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 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 indemnification 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) the "Indemnitor"Indemnified Party shall, and shall cause its Representatives, to (A) of any 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 Loss so sustained. Indemnitor shall pay claim, (B) render to the Indemnifying Party and its Representatives such assistance as may reasonably be requested, (C) provide reasonable access to such Indemnitee properties, facilities, books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the amount of such Loss so sustainedIndemnifying Party and/or its 70 Representatives may reasonably require (at the Indemnifying Party’s cost and expense) (provided, subject to that 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 accountants of the existence 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 Indemnified Party shall not be unreasonably withheldobligated 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); 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 judgmentD) otherwise cooperate with the claim or other matter on behalf, for the account, Indemnifying Party and its Representatives in good faith (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 Indemnifying Party’s cost and expense). Without limiting the foregoing, holding such Indemnified cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party harmless from all costsor its Representatives of books, fees, expenses, debts, liabilities records and changes, (ii) diligently defend against any other documents and information which are actually and reasonably relevant to such claim, and (iii) hold such Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal process.

Claim Procedure. In (a) A Purchaser Indemnified Party that seeks indemnity under this Article VIII will give written notice (a “Claim Notice”) to the event thatShareholder Representative containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by such Purchaser Indemnified Party, (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 any time or from time 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 time after the Closing Date, an Indemnitee shall sustain Purchaser Indemnified Party a Loss against written response in which such Indemnitee the Shareholder Representative will either: (i) agree that the Purchaser Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Purchaser Indemnified Party’s entitlement to indemnification under this Agreementby 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 Indemnitee shall notify disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the party hereto obligated Shareholder Representative fails to provide such 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 Claim Notice. (d) If the Shareholder Representative delivers an Objection Notice to the Purchaser Indemnified Party within 60 days after delivery of the Claim Notice, then the dispute will be resolved in 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 (the "Indemnitor"i) of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such 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 payments are determined by mutual agreement of the existence 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 changesparties, (ii) diligently defend against any the amount of such claim, and 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 (iii) hold both such Indemnified Party's business amount and assets free and harmless from any attachment, execution, judgment, lien or other legal processthe 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 “Settlement Date”).

Claim Procedure. In the event that, at (a) Procedure for Indemnification with Respect to Third-Party Claims. ---------------------------------------------------------------- If any time or from time indemnified party hereunder determines to time after the Closing Date, an Indemnitee shall sustain a Loss against which such Indemnitee is entitled to seek indemnification under this AgreementArticle VII with respect to Losses resulting from the assertion of liability by third parties, such Indemnitee indemnified party shall notify give notice to the indemnifying party hereto obligated to provide hereunder within 30 days of such indemnification (the "Indemnitor") indemnified party becoming aware of any such Loss so sustained. Indemnitor Losses or of facts upon which any claim for such Losses will be based; the notice shall pay set forth such material information with respect thereto as is then reasonably available to such Indemnitee indemnified party. In case any such liability is asserted against such indemnified party, and such indemnified party notifies the amount of indemnifying party thereof, the indemnifying party will be entitled, if it so elects by written notice delivered to such Loss so sustainedindemnified party within 10 days after receiving such indemnified party's notice, subject to assume the defense thereof with counsel satisfactory to such indemnified party, in which case, the indemnifying party will not be liable to the right to contest indemnified party under this Section 7.4 for 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, legal or other matter involving liabilities to third parties to which expenses subsequently incurred by such indemnified party in connection with the Indemnitor's indemnification obligations would apply and defense thereof unless (i) the indemnified party shall give have employed separate counsel in accordance with the Indemnitor a reasonable opportunity to defend following sentence or (ii) the same or prosecute such action to conclusion or settlement indemnifying party shall not have employed counsel satisfactory to the Indemnitee at Indemnitor's own expense indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and with expenses of counsel of Indemnitor's selection (who shall be approved by Indemniteeat the expense of the indemnifying party. Notwithstanding the foregoing, which approval (i) such indemnified party shall not be unreasonably withheld); provided that the Indemnitee shall at all times also have the right to fully participate employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless such indemnified party shall reasonably determine that there is a conflict of interest between or among such indemnified party and the indemnifying party with respect to such claim, in which case the fees and expenses of such counsel will be borne by the indemnifying party, (ii) such indemnified party shall not have any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, (iii) the rights of such indemnified party to be indemnified hereunder in respect of any Losses that may or do result from the assertion of liability by third parties shall not be adversely affected by its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, the indemnifying party is materially prejudiced thereby, and (iv) the indemnifying party's obligations to such indemnified party under this Article VII shall not terminate until such indemnified party's claims have been finally satisfied to such indemnified party's sole satisfaction. In the event that the indemnifying party, within 10 days after receipt of the aforesaid notice of a claim hereunder, fails to assume the defense at its own expense. If the Indemnitor shallof such indemnified party against such claim, within a reasonable time after said notice, fail to defend, the Indemnitee such indemnified party shall have the right, but not the obligation, right to undertake the defense ofdefense, compromise, or settlement of such action on behalf 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, and risk of Indemnitorthe indemnifying party. Except as provided Notwithstanding anything in this Article VII to the preceding sentencecontrary, (i) if there is a reasonable 50 probability that a claim may materially adversely affect such indemnified party, such indemnified party shall have the Indemnitee right to participate in such defense, compromise, or settlement and the indemnifying party shall not compromise or settle the claim or other matter not, without the prior such indemnified party's written consent of the Indemnitor, (which consent shall not be unreasonably withheld. If ), settle or compromise any of such claims, or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the claim is one that cannot by its nature be defended solely giving by the Indemnitorclaimant or the plaintiff to such indemnified party a release from all liability in respect of such claim. With respect to any assertion of liability by a third party that results in any claim for indemnification hereunder, the Indemnitee parties hereto shall make available to each other all relevant 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 in their possession material 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) diligently defend against any such claim, and (iii) hold such Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal processassertion.

Claim Procedure. In (a) The Purchaser shall give 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 Agreement, such Indemnitee shall notify the party hereto obligated to provide such indemnification Seller written notice (the "IndemnitorINDEMNIFICATION NOTICE") of any such Loss so sustained. Indemnitor shall pay facts and the circumstances giving rise to a Claim within 30 days of the Purchaser's becoming aware of the facts and circumstances giving rise to such Indemnitee Claim. However, failure of the amount Purchaser to give such notice within such 30-day period shall not relieve the Seller of its liability with respect to such Claim except to the extent that Purchaser's failure to give notice within such period causes damages to Seller. (b) If the Claim relates to a claim or the commencement of an action or proceeding by a Third Party against the Company and/or the Purchaser, then the Seller shall have, upon request within sixty (60) days after receipt of the Indemnification Notice (but not in any event after the settlement or compromise of such Loss so sustainedClaim), subject to the right to contest any claim which has not yet resulted in a Lossdefend, as provided herein and under the Escrow Agreement. The Indemnitee shall promptly notify the Indemnitor of the existence 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 its own expense and with counsel by its own counsel, any such matter involving the asserted liability of Indemnitor's selection (who shall be approved by Indemniteethe Company and/or the Purchaser; provided, which approval shall not be unreasonably withheld); provided however, that if the Indemnitee Company and/or the Purchaser determines that there is a reasonable probability that a Claim may materially and adversely affect it, it shall at all times also its own discretion have the right to fully participate defend (with the participation of the Seller, if the Seller so elects), compromise or settle such claim or suit, provided however the Seller has been timely informed of settlement negotiations. The Seller shall make reasonable endeavours to strike a fair balance between the interests of the Seller in keeping the defense compensation as low as possible and the interests of the Purchaser and any of the Company to maintain good business relations with the Third Party concerned. If the Seller shall decide that it will not defend, at its own expenseexpense and by its own counsel, any such matter involving the asserted liability of the Company and/or the Purchaser and the Company and/or the Purchaser shall incur costs directly or indirectly relating to this decision of the Seller, the Purchaser shall have full recourse against the Seller as to the costs incurred. (c) If the Claim does not relate to a claim or the commencement of an action or proceeding by a Third Party, the Seller shall have thirty (30) days after 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 Indemnitor shallSeller does not so object within such thirty-day period, within a reasonable time after said notice, fail it shall be conclusively deemed to defend, the Indemnitee shall have the right, but not the obligation, agreed that it is obligated to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, indemnify Purchaser for the account, and at the risk and expense, of Indemnitor. Except as provided matters set forth 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 withheldIndemnification Notice. If the claim is one that cannot by its nature be defended solely by Seller sends notice to the IndemnitorPurchaser objecting to the matters set forth in the Indemnification Notice, the Indemnitee Seller and the Purchaser shall make available all information use their best efforts to settle the Claim. If the Seller and assistance that the Indemnitee may reasonably request; provided that any associated expenses Purchaser are unable to settle the Claim, the matter shall be paid by resolved in the Indemnitor. Challenge By Indemnitor. If Indemnitor contests or challenges any claim or action against an Indemnified Party referred to manner set forth in Article 13.2 of 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) diligently defend against any such claim, and (iii) hold such Indemnified Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal processAgreement.

Claim Procedure. In the event that, at BreitBurn shall give AEO prompt written notice of any time third party claim or from time other Damages claims which may give rise to time after the Closing Date, an Indemnitee shall sustain a Loss against which such Indemnitee is entitled to indemnification any indemnity obligation under this AgreementSection 10.3, such Indemnitee shall notify together with the party hereto obligated to provide such indemnification (the "Indemnitor") of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the estimated amount of such Loss so sustainedaction or Damages, 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 AEO shall promptly notify the Indemnitor of the existence 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 assume the defense of any 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 defense at its own expenseabsence of actual prejudice. If the Indemnitor shall, within a reasonable time after said notice, fail BreitBurn desires to defend, the Indemnitee shall have the rightparticipate in, but not the obligationcontrol, to undertake the any such 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 assumed 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 ArticleAEO, it shall (i) may do so at its own sole cost and expense, holding such Indemnified Party harmless from all costs, fees, expenses, debts, liabilities and changes, (ii) diligently defend against . If AEO declines to assume any such claimdefense, 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 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 in defending such actions, provided that BreitBurn thereafter diligently maintains such defense and is commercially reasonable (iiigiven the size and nature of the claim involved) hold such Indemnified Party's business in the manner of defense and assets free the costs and harmless from any attachment, execution, judgment, lien or other legal processexpenses incurred.

Claim Procedure. In (a) A party that seeks indemnity under this Article 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the event thatparty 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 time or 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 time the Indemnifying Party to time an account designated by the Indemnified Party, and will be made within five (5) Business Days after the Closing Date, an Indemnitee shall sustain a Loss against date on which such Indemnitee is entitled to indemnification under this Agreement, such Indemnitee shall notify the party hereto obligated to provide such indemnification (the "Indemnitor"i) of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such 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 payments are determined by mutual agreement of the existence 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 changesparties, (ii) diligently defend against any the amount of such claim, and 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) hold both such Indemnified amount and the Indemnifying Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal process’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. In (a) A party that seeks indemnity under this ARTICLE 8 (an “Indemnified Party”) will give written notice (an “Claim Notice”) to the event thatparty from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, at if known, the estimated amount of any time Losses incurred or from time reasonably expected to time 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. (b) Within 45 days after delivery of a Claim Notice, the Closing Date, an Indemnitee shall sustain Indemnifying Party will deliver to the Indemnified Party a Loss against written response in which such Indemnitee the Indemnifying Party will 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 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 claim. (f) Any indemnification payment under this AgreementARTICLE 8 or the Tax Deed will in the first instance be effected by way of (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, such Indemnitee shall notify then the party hereto obligated 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 provide such an account designated by the Indemnified Party. Such indemnification payments will be made within five Business Days after the date on which (the "Indemnitor"i) of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such 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 payments are determined by mutual agreement of the existence 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 changesparties, (ii) diligently defend against any the amount of such claim, and 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 (iii) hold both such Indemnified amount and the Indemnifying Party's business and assets free and harmless from any attachment, execution, judgment, lien or other legal process’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 9.8 if an Objection Notice has been timely delivered in accordance with SECTION 8.5(b).

Claim Procedure. In (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the event thatparty from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, at if known, the estimated amount of any time Losses incurred or from time reasonably expected to time 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. (b) Within 30 days after delivery of a Claim Notice, the Closing Date, an Indemnitee shall sustain Indemnifying Party will deliver to the Indemnified Party a Loss against written response in which such Indemnitee the Indemnifying Party will 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 under 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 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 10.12. (e) Any indemnification of the Purchaser Indemnified Parties pursuant to this AgreementArticle 9 will be effected by wire transfer of immediately available funds from the Seller or the Shareholders to an account designated by the Purchaser, such Indemnitee shall notify and any indemnification of the party hereto obligated Seller Indemnified Parties pursuant to provide such 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 (the "Indemnitor"i) of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such 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 payments are determined by mutual agreement of the existence 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 changesparties, (ii) diligently defend against any the amount of such claim, and 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) hold 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) if the Seller or the Shareholders comprises the Indemnified Party's business and assets free and harmless from , any attachment, execution, judgment, lien references to the Indemnified Party (except provisions relating to an obligation to make or other legal processa right to receive any payments) will be deemed to refer to the Selling Parties’ Representative.