Common use of Method of Asserting Claims, Etc Clause in Contracts

Method of Asserting Claims, Etc. In the event that any claim or demand for which NPC or Bison would be liable to Middle Bay hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay shall promptly notify NPC and Bison of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC and Bison shall then have ten (10) days from the effective date of the Claim Notice (the "Notice Period") to notify Middle Bay (i) whether or not it disputes its liability to Middle Bay hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it desires, at NPC's and Bison's sole cost and expense, to defend Middle Bay against such claim or demand. (a) If NPC or Bison disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison notifies Middle Bay within the Notice Period that it desires to defend Middle Bay against such claim or demand, then, except as hereinafter provided, NPC or Bison shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shall, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Bay, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison hereunder; provided, however, that Middle Bay shall not settle any such claim or demand without the prior written consent (given by Notice) of NPC, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC and Bison shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If NPC and Bison elect not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by NPC or Bison or by Middle Bay (but Middle Bay shall have no obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison hereunder, unless NPC or Bison shall have disputed its liability to Middle Bay hereunder, as provided in Section 9.5 hereof. (d) If Middle Bay should have a claim against NPC or Bison hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, send a Claim Notice with respect to such claim to NPC and Bison. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed liability of NPC and Bison hereunder. (e) All claims for indemnification by NPC or Bison under this Agreement shall be asserted and resolved under the procedures set forth above, substituting in the appropriate place "NPC" or "Bison" for "Middle Bay" and "Middle Bay" for "NPC" or "Bison" (and variations thereof).

Method of Asserting Claims, Etc. (i) In the event that any claim or demand for which NPC or Bison any Seller would be liable to Middle Bay Buyer hereunder is asserted against or sought to be collected from Middle Bay Buyer by a third party, Middle Bay Buyer shall promptly notify NPC and Bison such Seller, Principal Officer or Owner of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC and Bison Such Seller, Principal Officer or Owner shall then have ten thirty (1030) business days from the effective date personal delivery or mailing of the Claim Notice (the "Notice Period") to notify Middle Bay Buyer, (iA) whether or not it disputes its liability to Middle Bay Buyer hereunder with respect to such claim or demand and (iiB) notwithstanding any such dispute, whether or not it desires, at NPC's and Bison's its sole cost and expense, to defend Middle Bay Buyer against such claim or demand; provided, however, if during the Notice Period, Buyer is required to act in order to preserve its rights and protect its assets, such Seller, Principal Officer or Owner shall pay all reasonable costs and expenses incurred by Buyer in connection with such action. (aii) If NPC any Seller, Principal Officer or Bison Owner disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC a Seller, Principal Officer or Bison Owner desires to defend Middle Bay Buyer against such claim or demand as provided in subsections 9.3(bparagraphs (iii) and 9.3(c(iv) below), such dispute shall be resolved in accordance with Section 9.58(e) hereof. Pending the resolution of any dispute by NPC any Seller, Principal Officer or Bison Owner of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice)Buyer which consent shall not be unreasonably withheld. (biii) In the event that NPC a Seller, Principal Officer or Bison Owner notifies Middle Bay Buyer within the Notice Period that it desires to defend Middle Bay Buyer against such claim or demand, demand then, except as hereinafter provided, NPC such Seller, Principal Officer or Bison Owner shall have the right to defend Middle Bay Buyer by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison them to a final conclusion in such a manner as to avoid any risk of Middle Bay's Buyer becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shallsuch Seller, Principal Officer or Owner shall not, without the prior written consent of Middle Bay (given by Notice)Buyer, consent to the entry of any judgment against Middle Bay Buyer or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay Buyer of a release, release in form and substance satisfactory to Middle Bay's counsel, Buyer from all liability in respect of such claim or litigation. If Middle Bay Buyer desires to participate in, but not control, any such defense or settlement, it may do so so, at its sole cost and expense. If, in the reasonable opinion of Middle BayBuyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially material adverse affect effect on the business, operations, assets, properties or prospects of Middle BayBuyer, including, including without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bayany Buyer, then Middle Bay Buyer shall have the right to control jointly conduct or direct, through counsel, the defense or settlement of any such claim or demand, demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison such Seller, Principal Officer or Owner hereunder; provided, however, that Middle Bay Buyer shall not settle any such claim or demand without the prior written consent (given by Notice) of NPCsuch Seller, Principal Officer or Owner which consent shall not be unreasonably withheld. If Middle Bay Buyer should elect to exercise such right, NPC and Bison such Seller, Principal Officer or Owner shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their its sole cost and expense. (cA) If NPC and Bison elect any Seller, Principal Officer or Owner elects not to defend Middle Bay Buyer against such claim or demand, whether by not giving Middle Bay Buyer timely Notice notice as provided above or otherwise, then the amount of any such claim or demand, demand or if the same be defended by NPC such Seller, Principal Officer or Bison Owner or by Middle Bay Buyer (but Middle Bay Buyer shall not have no any obligation to defend any such claim or demand) ), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison such Seller, Principal Officer or Owner hereunder, unless NPC such Seller, Principal Officer or Bison Owner shall have disputed its liability to Middle Bay Buyer hereunder, as provided in (i) above, in which event such dispute shall be resolved as provided in Section 9.5 8(e) hereof. (dB) If Middle Bay In the event Buyer should have a claim against NPC a Seller, Principal Officer or Bison Owner hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, Buyer shall promptly send a Claim Notice with respect to such claim to NPC and BisonSeller, Principal Officer or Owner. If NPC such Seller, Principal Officer or Bison Owner disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 8(e) hereof; if neither NPC nor Bison notifies Middle Bay . If such Seller, Principal Officer or Owner does not notify Buyer within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of NPC and Bison such Seller, Principal Officer or Owner hereunder. (ev) All Any claims for indemnification by NPC any Seller, Principal Officer or Bison Owner under this Agreement shall be asserted and resolved under the procedures set forth above, above substituting in the appropriate place "NPCSeller," "Principal Officer" or "BisonOwner" for "Middle BayBuyer" and "Middle Bay" for "NPC" or "Bison" (and variations thereof).

Method of Asserting Claims, Etc. All claims for adjustment of the Aggregate Purchase Price under this Section shall be asserted and resolved as follows: 1. In the event that any claim or demand for which NPC or Bison would be liable to Middle Bay potentially constituting a Loss hereunder is asserted against or sought to be collected from Middle Bay the Buyer or any of the Companies by a third party&&d party (hereinafter a "Third Party Claim"), Middle Bay the Buyer shall in writing promptly notify NPC and Bison the Seller of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC and Bison The Seller shall then have ten thirty (10")O) days from the effective date receipt of the Claim Notice (the "Notice Period") to notify Middle Bay the Buyer (i) whether or not it disputes its liability to Middle Bay hereunder with respect to such claim that any or all of the Third Party Claim or demand would result in an adjustment to the Aggregate Purchase Price and (ii) notwithstanding any such dispute, whether or not it desires, at NPC's and Bison's the sole cost and expenseexpense of the Seller, to defend Middle Bay the Buyer against such claim or demand. (a) If NPC or Bison disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison the Seller notifies Middle Bay the Buyer within the Notice Period that it desires to defend Middle Bay the Buyer against such claim or demand, then, demand and except as hereinafter provided, NPC or Bison Seller shall have the absolute right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison it to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shall, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigationconclusion. If Middle Bay the Buyer desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in If the reasonable opinion of Middle Bay, Seller has not notified the Buyer that it disputes that all or any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison hereunder; provided, however, that Middle Bay shall not settle any such claim Third Party Claim or demand without would result in an adjustment to the prior written consent Aggregate Purchase Price, then (given by Noticea) of NPC, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC and Bison shall have if the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If NPC and Bison elect Seller elects not to defend Middle Bay the Buyer against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or, (b) if such claim or if demand be contested by the same be defended by NPC or Bison Seller or by Middle Bay the Buyer (but Middle Bay the Buyer shall have no obligation to defend contest any such claim or demand) then ), that portion thereof as to which a court of competent jurisdiction has finally determined, from which no appeal has been taken, that such defense is unsuccessful, in each case shall be conclusively a Loss hereunder and the Aggregate Purchase Price shall be adjusted accordingly; provided, however, that nothing hereunder shall be deemed to be impair or restrict any right or remedy available to Buyer to claim for a joint and several liability of NPC and Bison hereunder, unless NPC or Bison shall have disputed its liability to Middle Bay hereunder, as provided in Section 9.5 hereof. (d) If Middle Bay should have a claim against NPC or Bison hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, send a Claim Notice Purchase Price adjustment with respect to such claim disputed Third Party Claim or demand or any portion thereof, including the right to NPC and Bison. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay within assert that the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed liability of NPC and Bison same is a Loss hereunder. (e) All claims for indemnification by NPC or Bison under this Agreement shall be asserted and resolved under the procedures set forth above, substituting in the appropriate place "NPC" or "Bison" for "Middle Bay" and "Middle Bay" for "NPC" or "Bison" (and variations thereof).

Method of Asserting Claims, Etc. All claims for indemnification under this ARTICLE 7 shall be asserted and resolved as follows: (a) In the event that any claim or demand for which NPC or Bison the Seller would be liable to Middle Bay the Purchaser hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay the Purchaser shall promptly notify NPC and Bison the Seller in writing of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "Claim NoticeCLAIM NOTICE"). NPC and Bison The Seller shall then have ten (10) 30 days from the effective date its receipt of the Claim Notice (the "Notice PeriodNOTICE PERIOD") to notify Middle Bay the Purchaser (i) whether or not it the Seller disputes its liability to Middle Bay the Purchaser hereunder with respect to such claim or demand demand, and (ii) notwithstanding any if the Seller does not dispute such disputeliability, whether or not it desires, at NPC's and Bison's its sole cost and expense, to defend Middle Bay the Purchaser against such claim or demand. (a) If NPC or Bison disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison the Seller notifies Middle Bay the Purchaser within the Notice Period that it the Seller does not dispute such liability and desires to defend Middle Bay against such claim or demand, then, except as hereinafter provided, NPC or Bison then the Seller shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shall, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigationclaim. If Middle Bay the Purchaser desires to participate in, but not control, any such defense or settlement, settlement it may do so at its sole cost and expense. If, in If the reasonable opinion of Middle Bay, any Seller disputes its liability with respect to such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison hereunder; provided, however, that Middle Bay shall not settle any such claim or demand without the prior written consent (given by Notice) of NPC, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC and Bison shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If NPC and Bison elect elects not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice notice as provided above or otherwise, then the amount of Purchaser shall have the right to defend against such claim or demand (but the Purchaser shall not have any obligation to contest any such claim or demand), or if the same be defended by NPC or Bison or by Middle Bay (but Middle Bay shall have no obligation to defend any such claim or demand) then and that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison hereunderthe Seller hereunder (subject, unless NPC or Bison shall have if the Seller has timely disputed its liability, to a determination that the disputed liability to Middle Bay hereunder, as provided in Section 9.5 hereofis covered by these indemnification provisions). (db) If Middle Bay In the event that the Purchaser should have a claim against NPC or Bison the Seller hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, the Purchaser shall promptly send a Claim Notice with respect to such claim to NPC and Bisonthe Seller. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay the Seller does not notify the Purchaser within the Notice Period that it its disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of NPC and Bison the Seller hereunder. (ec) All claims for indemnification made by NPC or Bison the Seller under this Agreement shall be asserted and resolved under the procedures set forth aboveabove in this SECTION 7.2 by substituting, substituting in the appropriate place as appropriate, "NPC" or "BisonPurchaser" for "Middle BaySeller" and "Middle BaySeller" for "NPC" or Purchaser."Bison" (and variations thereof).

Method of Asserting Claims, Etc. In the event that any claim or demand for which NPC Shore or Bison the Shore Shareholders would be liable to Middle Bay hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay shall promptly notify NPC Shore and Bison the Shore Shareholders of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC Shore and Bison the Shore Shareholders shall then have ten fifteen (1015) days from the effective date of the Claim Notice (the "Notice Period") to notify Middle Bay (i) whether or not it disputes its liability to Middle Bay hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it desires, at NPCShore's and Bisonthe Shore Shareholders's sole cost and expense, to defend Middle Bay against such claim or demand. (a) If NPC Shore or Bison disputes its the Shore Shareholders dispute liability with respect to such claim or demand or the amount thereof (whether or not NPC Shore or Bison desires the Shore Shareholders desire to defend Middle Bay against such claim or demand as provided in subsections 9.3(b10.3(b) and 9.3(c10.3(c) below), such dispute shall be resolved in accordance with Section 9.510.5. Pending the resolution of any -27- 28 dispute by NPC Shore or Bison the Shore Shareholders of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice)Bay. (b) In the event that NPC Shore or Bison notifies the Shore Shareholders notify Middle Bay within the Notice Period that it desires they desire to defend Middle Bay against such claim or demand, then, except as hereinafter provided, NPC Shore or Bison the Shore Shareholders shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC Shore or Bison the Shore Shareholders to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither NPC Shore nor Bison the Shore Shareholders shall, without the prior written consent of Middle Bay (given by Notice)Bay, consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Bay, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC Shore and Bison the Shore Shareholders hereunder; provided, however, that Middle Bay shall not settle any such claim or demand without the prior written consent (given by Notice) of NPCShore, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC Shore and Bison the Shore Shareholders shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If NPC Shore and Bison the Shore Shareholders elect not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by NPC Shore or Bison the Shore Shareholders or by Middle Bay (but Middle Bay shall have no obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC Shore and Bison the Shore Shareholders hereunder, unless NPC Shore or Bison the Shore Shareholders shall have disputed its liability to Middle Bay hereunder, as provided in Section 9.5 10.5 hereof. (d) If Middle Bay should have a claim against NPC Shore or Bison the Shore Shareholders hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, -28- 29 send a Claim Notice with respect to such claim to NPC Shore and Bisonthe Shore Shareholders. If NPC Shore or Bison the Shore Shareholders disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 10.5 hereof; if neither NPC Shore nor Bison the Shore Shareholders notifies Middle Bay within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed liability of NPC Shore and Bison the Shore Shareholders hereunder. (e) All claims for indemnification by NPC Shore or Bison the Shore Shareholders under this Agreement shall be asserted and resolved under the procedures set forth above, substituting in the appropriate place "NPCShore" or the "BisonShore Shareholders" for "Middle Bay" and "Middle Bay" for "NPCShore" or the "BisonShore Shareholders" (and variations thereof).

Method of Asserting Claims, Etc. In the event that any claim or demand for which NPC or Bison Seller would be liable to Middle Bay hereunder the Buyer Group is asserted against or sought to be collected from Middle Bay the Buyer Group by a third party, Middle Bay the Buyer Group shall promptly Promptly notify NPC and Bison Seller of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC and Bison Seller shall then have ten (10) twenty days from the effective date personal delivery or mailing of the Claim Notice (the "Notice Period") to notify Middle Bay the Buyer Group, (iA) whether or not it Seller disputes its liability to Middle Bay hereunder the Buyer Group with respect to such claim or demand and (iiB) notwithstanding any such dispute, whether or not it desires, at NPC's and Bison's its sole cost and expense, to defend Middle Bay the Buyer Group against such claim or demand. (a) If NPC or Bison disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison Seller notifies Middle Bay the Buyer Group within the Notice Period that it desires to defend Middle Bay the Buyer Group against such claim or demand, demand then, except as hereinafter provided, NPC or Bison Seller shall have the right to defend Middle Bay the Buyer Group by appropriate proceedings, in which proceedings Seller shall be promptly settled use its reasonable best efforts to settle or prosecuted prosecute by NPC or Bison them to a final conclusion in such a manner as to avoid any risk risk, to the extent reasonably possible, of Middle Bay's the Buyer Group becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shallSeller shall not, without the prior written consent of Middle Bay (given by Notice)the Buyer, consent to the entry of any judgment against Middle Bay the Buyer Group or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay the Buyer Group of a release, in form and substance reasonably satisfactory to Middle Bay's counselthe Buyer, as the case may be, from all liability in respect of such claim or litigation. If Middle Bay any of the Buyer Group desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Baythe Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect effect on the business, operations, assets, assets or properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle BayBuyer Group, then Middle Bay the Buyer Group shall have the right to control the defense or settlement of any such claim or demand, demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison Seller hereunder; provided, however, that Middle Bay the Buyer Group shall not settle any such claim or demand without the prior written consent (given by Notice) of NPC, Seller which consent shall not be unreasonably withheld. If Middle Bay the Buyer Group should elect to exercise such right, NPC and Bison Seller shall have the right to participate in, but not control, the defense or settlement of such claim or demand, demand at their its sole cost and expense. (cb) If NPC and Bison elect Seller elects not to defend Middle Bay the Buyer Group against such claim or demand, whether by not giving Middle Bay Buyer timely Notice notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by NPC or Bison Seller or by Middle Bay the Buyer Group (but Middle Bay none of the Buyer Group shall have no any obligation to defend any such claim or demand) ), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison Seller hereunder, unless NPC or Bison Seller shall have disputed its liability to Middle Bay the Buyer Group hereunder, as provided in Section 9.5 hereof. (dc) If Middle Bay In the event the Buyer Group should have a claim against NPC or Bison Seller hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third partyParty, Middle Bay shall, within a reasonable time after discovery of such claim, Buyer shall Promptly send a Claim Notice with respect to such claim to NPC and BisonSeller; provided that the failure to provide such Claim Notice will not affect the indemnification obligations of Seller unless Seller is prejudiced thereby. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay Seller does not notify the Buyer within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of NPC and Bison Seller hereunder. (ed) All claims for indemnification by NPC or Bison Seller Group under this Agreement shall be asserted and resolved under the procedures set forth above, above substituting in the appropriate place "NPC" or "BisonSeller Group" for "Middle BayBuyer Group" and "Middle BayBuyer" for "NPC" or Seller"Bison" (and variations thereof).

Method of Asserting Claims, Etc. All claims for indemnification under this Section 8 shall be asserted and resolved as follows: (A) In the event that any claim or demand for which NPC or Bison the Shareholders would be liable to Middle Bay the Buyer hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay the Buyer shall promptly notify NPC and Bison the Shareholder Representative of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "Claim Notice"). NPC and Bison The Shareholder Representative shall then have ten (10) 10 days from the effective date its receipt of the Claim Notice (the "Notice Period") to notify Middle Bay the Buyer (i1) whether or not it disputes its the Shareholders dispute their liability to Middle Bay the Buyer hereunder with respect to such claim or demand demand, and (ii2) notwithstanding any if they do not dispute such disputeliability, whether or not it desiresthey desire, at NPC's and Bison's their sole cost and expense, to defend Middle Bay the Buyer against such claim or demand. (a) If NPC ; provided, however, that the Buyer is hereby authorized prior to and during the Notice Period to file any motion, answer or Bison disputes other pleading which it shall deem necessary or appropriate to protect its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5interests. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison the Shareholder Representative notifies Middle Bay the Buyer within the Notice Period that it desires the Shareholders do not dispute such liability and desire to defend Middle Bay against such claim or demand, then, then except as hereinafter provided, NPC or Bison the Shareholder Representative shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison to a final conclusion in such a manner as to avoid any risk of Middle Bay's the Buyer becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shall, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay the Buyer desires to participate in, but not control, any such defense or settlement, settlement it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Baythe Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect effect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitationthe Business or any division of the Buyer or an affiliate of the Buyer, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay Buyer shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses thereof shall be included as part of the indemnification obligation obligations of NPC and Bison the Buyer hereunder; provided, however, that Middle Bay shall not settle any . If the Shareholder Representative disputes the Shareholders' liability with respect to such claim or demand without the prior written consent (given by Notice) of NPC, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC and Bison shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If NPC and Bison elect elects not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice notice as provided above or otherwise, then the amount of any such claim or demand, or or, if the same be defended contested by NPC or Bison the Shareholder Representative or by Middle Bay the Buyer (but Middle Bay the Buyer shall not have no any obligation to defend contest any such claim or demand) ), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison hereunderthe Shareholders hereunder (subject, unless NPC or Bison shall have if the Shareholder Representative has timely disputed its liability, to a determination that the disputed liability to Middle Bay hereunder, as provided in Section 9.5 hereofis covered by these indemnification provisions). (dB) If Middle Bay In the event that the Buyer should have a claim against NPC or Bison the Shareholders hereunder that which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, the Buyer shall promptly send a Claim Notice with respect to such claim to NPC and Bisonthe Shareholder Representative. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay the Shareholder Representative does not notify the Buyer within the Notice Period that it he disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of NPC and Bison the Shareholders hereunder. (eC) All claims for indemnification made by NPC or Bison the Shareholders under this Agreement shall be asserted and resolved under the procedures set forth aboveabove in this Section 8.2 by substituting, substituting in as appropriate, "the appropriate place Buyer" for "NPCShareholders" and "Shareholder Representative" and "Shareholders" or "Bison" Shareholder Representative", as appropriate, for "Middle Bay" the Buyer." (D) Nothing herein shall be deemed to prevent any indemnified party from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and "Middle Bay" for "NPC" the estimated amount thereof to the extent then feasible and the indemnified party has reasonable grounds to believe that such a claim or "Bison" (and variations thereof)demand will be made.

Method of Asserting Claims, Etc. All claims for indemnification under this Section 8 shall be asserted and resolved as follows: (a) In the event that any claim or demand for which NPC or Bison the Shareholder would be liable to Middle Bay the Buyer hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay the Buyer shall promptly notify NPC and Bison the Shareholder of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "Claim Notice"). NPC and Bison The Shareholder shall then have ten (10) twenty days from the effective date its receipt of the Claim Notice (the "Notice Period") to notify Middle Bay the Buyer (i1) whether or not it the Shareholder disputes its his liability to Middle Bay the Buyer hereunder with respect to such claim or demand demand, and (ii2) notwithstanding any if he does not dispute such disputeliability, whether or not it he desires, at NPC's and Bison's his sole cost and expense, to defend Middle Bay the Buyer against such claim or demand. (a) If NPC ; provided, however, that the Buyer is hereby authorized prior to and during the Notice Period to file any motion, answer or Bison disputes other pleading which it shall deem necessary or appropriate to protect its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5interests. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison the Shareholder notifies Middle Bay the Buyer within the Notice Period that it he does not dispute such liability and desires to defend Middle Bay against such claim or demand, then, then except as hereinafter provided, NPC or Bison the Shareholder shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly timely settled or prosecuted by NPC or Bison to a final conclusion in such a manner as to reasonably avoid any risk of Middle Bay's the Buyer becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shall, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay the Buyer desires to participate in, but not control, any such defense or settlement, settlement it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Baythe Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect effect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitationthe Business or any division of the Buyer or an affiliate of the Buyer, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay Buyer shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses thereof shall be included as part of the potential indemnification obligation obligations of NPC and Bison the Shareholder hereunder; provided, however, that Middle Bay shall not settle any . If the Shareholder disputes his liability with respect to such claim or demand without the prior written consent (given by Notice) of NPC, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC and Bison shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If NPC and Bison elect elects not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice notice as provided above or otherwise, then the amount of any such claim or demand, or or, if the same be defended contested by NPC or Bison or by Middle Bay the Buyer (but Middle Bay the Buyer shall not have no any obligation to defend contest any such claim or demand) ), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison hereunderthe Shareholder hereunder (subject, unless NPC or Bison shall have if the Shareholder has timely disputed its liability, to a determination that the disputed liability to Middle Bay hereunder, as provided in Section 9.5 hereofis covered by these indemnification provisions). (db) If Middle Bay In the event that the Buyer should have a claim against NPC or Bison the Shareholder hereunder that which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, the Buyer shall promptly send a Claim Notice with respect to such claim to NPC and Bisonthe Shareholder. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay the Shareholder does not notify the Buyer within the Notice Period that it he disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of NPC and Bison the Shareholder hereunder. (ec) All claims for indemnification made by NPC or Bison the Shareholder under this Agreement Section 8 shall be asserted and resolved under the procedures set forth aboveabove in this Section 8.2 by substituting, substituting in as appropriate, "the appropriate place "NPC" or "BisonBuyer" for "Middle BayShareholder" and "Middle BayShareholder," as appropriate, for "NPC" or the Buyer."Bison" (and variations thereof).

Method of Asserting Claims, Etc. All claims for indemnification by the Seller against the Buyer under this Article shall be asserted and resolved as follows: 1. In the event that any claim or demand for which NPC or Bison the Buyer would be liable to Middle Bay the Seller hereunder is asserted against or sought to be collected from Middle Bay the Seller by a third party, Middle Bay the Seller shall promptly notify NPC and Bison the Buyer of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC and Bison The Buyer shall then have ten thirty (1030) days from the effective date receipt of the Claim Notice (the "Notice Period") to notify Middle Bay the Seller (i) whether or not it disputes its the liability of the Buyer to Middle Bay the Seller hereunder in whole or in part with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it desires, at NPC's and Bison's the sole cost and expenseexpense of the Buyer, to defend Middle Bay Seller against such claim or demand. (a) If NPC or Bison disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison the Buyer notifies Middle Bay the Seller within the Notice Period that it desires to defend Middle Bay the Seller against such claim or demand, then, demand and except as hereinafter provided, NPC or Bison the Buyer shall have the absolute right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison it to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shall, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigationconclusion. If Middle Bay the Seller desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in If the reasonable opinion of Middle Bay, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison hereunder; provided, however, that Middle Bay shall not settle any such claim or demand without the prior written consent (given by Notice) of NPC, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC and Bison shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If NPC and Bison elect Buyer elects not to defend Middle Bay the Seller against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or, if such claim or if demand is contested by the same be defended by NPC or Bison Buyer or by Middle Bay the Seller (but Middle Bay the Seller shall have no obligation to defend contest any such claim or demand) ), then that portion thereof as to which a court of competent jurisdiction has finally determined that such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison the Buyer hereunder, unless NPC or Bison shall have disputed its liability to Middle Bay hereunder, as provided in Section 9.5 hereof. (d) If Middle Bay 2. In the event the Seller should have a claim against NPC or Bison the Buyer hereunder that does not involve a claim or demand being asserted against or sought to be collected from it the Seller by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, the Seller shall promptly send a Claim Notice with respect to such claim to NPC and Bisonthe Buyer. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay the Buyer does not notify the Seller within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of NPC and Bison the Buyer hereunder. (e) All claims for indemnification by NPC or Bison under this Agreement 3. Nothing herein shall be asserted deemed to prevent the Seller from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or consequent claim or demand to the extent then feasible and resolved under the procedures set forth above, substituting in the appropriate place "NPC" Seller has reasonable grounds to believe that such a claim or "Bison" for "Middle Bay" and "Middle Bay" for "NPC" or "Bison" (and variations thereof)demand may be made. XIV.

Method of Asserting Claims, Etc. In the event that any claim or demand for which NPC or Bison Seller would be liable to Middle Bay an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from Middle Bay an Indemnified Purchaser Party by a third party, Middle Bay the Indemnified Purchaser Party shall promptly notify NPC and Bison Seller of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC and Bison Seller shall then have ten (10) days from the effective date personal delivery or mailing of the Claim Notice (the "Notice Period") to notify Middle Bay the Indemnified Purchaser Party, (iA) whether or not it disputes its the liability to Middle Bay the Indemnified Purchaser Party hereunder with respect to such claim or demand and (iiB) notwithstanding any such dispute, whether or not it desires, at NPC's and Bison's its sole cost and expense, to defend Middle Bay the Indemnified Purchaser Party against such claim or demand. (a) If NPC or Bison Seller disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison Seller desires to defend Middle Bay the Indemnified Purchaser Party against such claim or demand as provided in subsections 9.3(bparagraphs (b) and 9.3(c(c) below), such dispute shall be resolved in accordance with Section 9.58.6 hereof. Pending the resolution of any dispute by NPC or Bison Seller of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice)the Indemnified Purchaser Party. (b) In the event that NPC or Bison Seller notifies Middle Bay the Indemnified Purchaser Parties within the Notice Period that it desires to defend Middle Bay the Indemnified Purchaser Party against such claim or demand, demand then, except as hereinafter provided, NPC or Bison Seller shall have the right to defend Middle Bay the Indemnified Purchaser Party by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison them to a final conclusion in such a manner as to avoid any risk of Middle Bay's Indemnified Purchaser Party becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shallSeller shall not, without the prior written consent of Middle Bay (given by Notice)the Indemnified Purchaser Party, consent to the entry of any judgment against Middle Bay the Indemnified Purchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay the Indemnified Purchaser Party of a release, in form and substance satisfactory to Middle Bay's counselthe Indemnified Purchaser Party, as the case may be, from all liability in respect of such claim or litigation. If Middle Bay any Indemnified Purchaser Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Baythe Indemnified Purchaser Party, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect effect on the business, operations, assets, properties or prospects of Middle Baythe Indemnified Purchaser Party, including, including without limitation, limitation the administration of the tax returns and responsibilities under the tax laws of Middle Bayany Indemnified Purchaser Party, then Middle Bay the Indemnified Purchaser Party shall have the right to control the defense or settlement of any such claim or demand, demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison Seller hereunder; provided, however, that Middle Bay the Indemnified Purchaser Party shall not settle any such claim or demand without the prior written consent (given by Notice) of NPC, Seller which consent shall not be unreasonably withheld. If Middle Bay the Indemnified Purchaser Party should elect to exercise such right, NPC and Bison Seller shall have the right to participate in, but not control, the defense or settlement of such claim or demand, demand at their its sole cost and expense. (ci) If NPC and Bison elect Seller elects not to defend Middle Bay the Indemnified Purchaser Party against such claim or demand, whether by not giving Middle Bay the Indemnified Purchaser Party timely Notice notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by NPC or Bison Seller or by Middle Bay the Indemnified Purchaser Party (but Middle Bay none of the Indemnified Purchaser Party shall have no any obligation to defend any such claim or demand) ), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison Seller hereunder, unless NPC or Bison Seller shall have disputed its liability to Middle Bay the Indemnified Purchaser Party hereunder, as provided in (a) above, in which event such dispute shall be resolved as provided in Section 9.5 8.6 hereof. (dii) If Middle Bay In the event an Indemnified Purchaser Party should have a claim against NPC or Bison Seller hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, the Indemnified Purchaser Party shall promptly send a Claim Notice with respect to such claim to NPC and BisonSeller. If NPC or Bison Seller disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 8.6 hereof; if neither NPC nor Bison notifies Middle Bay Seller does not notify the Indemnified Purchaser Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of NPC and Bison Seller hereunder. (ed) All claims for indemnification by NPC or Bison an Indemnified Seller Party under this Agreement shall be asserted and resolved under the procedures set forth above, above substituting in the appropriate place "NPC" or "BisonIndemnified Seller Party" for "Middle BayIndemnified Purchaser Party" and variations thereof and "Middle BayPurchaser" for "NPC" or Seller."Bison" (and variations thereof).

Method of Asserting Claims, Etc. In the event that any claim or demand for which NPC or Bison Lett would be liable to Middle Bay hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay shall promptly notify NPC and Bison Lett of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). NPC and Bison Lett shall then have ten fifteen (1015) days from the effective date of receipt by Lett of the Claim Notice (the "Notice Period") to notify Middle Bay (i) whether or not it he disputes its his liability to Middle Bay hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it he desires, at NPC's and BisonLett's sole cost and expense, to defend Middle Bay against such claim or demand. (a) If NPC or Bison Lett disputes its his liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison Lett desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b13.3(b) and 9.3(c13.3(c) below), such dispute shall be resolved in accordance with Section 9.513.5. Pending the resolution of any dispute by NPC or Bison Lett of its his liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison Lett notifies Middle Bay within the Notice Period that it he desires to defend Middle Bay against such claim or demand, then, except as hereinafter provided, NPC or Bison Lett shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison Lett to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shallLett shall not, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Bay, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison Lett hereunder; provided, however, that Middle Bay shall not settle any such claim or demand without the prior written consent (given by Notice) of NPCLett, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC and Bison Lett shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their his sole cost and expense. (c) If NPC and Bison elect Lett elects not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by NPC or Bison Lett or by Middle Bay (but Middle Bay shall have no obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several the liability of NPC and Bison Lett hereunder, unless NPC or Bison Lett shall have disputed its his liability to Middle Bay hereunder, as provided in Section 9.5 13.5 hereof. (d) If Middle Bay should have a claim against NPC or Bison Lett hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, send a Claim Notice with respect to such claim to NPC and BisonLett. If NPC or Bison Lett disputes its his liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 13.5 hereof; if neither NPC nor Bison notifies Lett fails to notify Middle Bay within the Notice Period that it he disputes such claim, the amount of such claim shall be conclusively deemed the undisputed liability of NPC and Bison Lett hereunder. (e) All claims for indemnification by NPC or Bison Lett under this Agreement shall be asserted and resolved under the procedures set forth above, substituting in the appropriate place "NPC" or "BisonLett" for "Middle Bay" and "Middle Bay" for "NPC" or "BisonLett" (and variations thereof).

Method of Asserting Claims, Etc. (a) In the event that any claim or demand for which NPC or Bison the Seller would be liable to Middle Bay the Buyer hereunder is asserted against or sought to be collected from Middle Bay the Buyer by a third party, Middle Bay or the Buyer has a claim against the Seller hereunder that does not involve a claim or demand being asserted or sought to be collected from a third party, the Buyer shall promptly notify NPC and Bison the Seller of such claim or demanddemand within ten (10) days of receiving notice of, or discovery of facts related to, such claim (but the failure to so notify within such time shall not relieve the Seller from any liability it may have under this Article 5 except to the extent it has been prejudiced in any material respect by such failure), specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (feasible, which estimate shall not be conclusive of the final amount of such claim and demand) demand (the "Claim Notice"). NPC and Bison The Seller shall then have ten (10) days from the effective date of the Claim Notice (the "Notice Period") to notify Middle Bay (i) whether or not it disputes its liability to Middle Bay hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it desiresthereupon, at NPC's and Bison's its sole cost and expense, to defend Middle Bay against such claim or demand. (a) If NPC or Bison disputes its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay Buyer against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5. Pending counsel reasonably satisfactory to the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice)Buyer. (b) In the event that NPC or Bison notifies Middle Bay within the Notice Period that it desires to defend Middle Bay against such claim or demand, then, except as hereinafter provided, NPC or Bison The Seller shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shallnot, without the prior written consent of Middle Bay (given by Notice)the Buyer, consent to the entry of any judgment against Middle Bay the Buyer or enter into any settlement or compromise which does not include, as an unconditional term thereofthereof (i.e., there being no requirement that the Buyer pay any amount of money or give any other consideration), the giving by the claimant or plaintiff to Middle Bay the Buyer of a release, in form and substance reasonably satisfactory to Middle Bay's counselthe Buyer, from all liability in respect of such claim or litigation. If Middle Bay the Buyer desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Baythe Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect effect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle BayBuyer, then Middle Bay the Buyer shall have the right to control the defense or settlement of any such claim or demand, demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of NPC and Bison the Seller hereunder; provided, however, that Middle Bay the Buyer shall not not, settle any such claim or demand without the prior written consent (given by Notice) of NPCthe Seller, which consent shall not be unreasonably withheldwithheld or delayed. If Middle Bay the Buyer should elect to exercise such right, NPC and Bison the Seller shall have the right to participate in, but not control, the defense or settlement of such claim or demand, demand at their its sole cost and expense. (c) If NPC and Bison elect not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by NPC or Bison or by Middle Bay (but Middle Bay shall have no obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC and Bison hereunder, unless NPC or Bison shall have disputed its liability to Middle Bay hereunder, as provided in Section 9.5 hereof. (d) If Middle Bay should have a claim against NPC or Bison hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, send a Claim Notice with respect to such claim to NPC and Bison. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed liability of NPC and Bison hereunder. (e) All claims for indemnification by NPC or Bison the Seller and/or the Parent Company under this Agreement shall be asserted and resolved under the procedures set forth above, hereinabove by substituting in the appropriate place place, the "NPCSeller" and the "Parent Company" for the "Buyer" or the "BisonBuyer" for the "Middle BaySeller" and the "Middle Bay" for Parent Company"NPC" or "Bison" (and variations thereof), as the case may be.

Method of Asserting Claims, Etc. All claims for indemnification under this Section shall be asserted and resolved as follows: (A) In the event that any claim or demand for which NPC the Seller, shareholders of Seller or Bison the Company would be liable to Middle Bay the Buyer hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay the Buyer shall promptly notify NPC the Seller, acting for itself and Bison as a representative of its shareholders and the Company, of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "Claim NoticeCLAIM NOTICE"). NPC The Seller and Bison shareholders of Seller shall then have ten (10) 10 days from the effective date its receipt of the Claim Notice (the "Notice PeriodNOTICE PERIOD") to notify Middle Bay the Buyer (i1) whether or not it disputes its the Seller, Seller's shareholders or the Company dispute their liability to Middle Bay the Buyer hereunder with respect to such claim or demand demand, and (ii2) notwithstanding any if they do not dispute such disputeliability, whether or not it desiresthey desire, at NPC's and Bison's their sole cost and expense, to defend Middle Bay the Buyer against such claim or demand. (a) If NPC ; provided, however, that the Buyer is hereby authorized prior to and during the Notice Period to file any motion, answer or Bison disputes other pleading which it shall deem necessary or appropriate to protect its liability with respect to such claim or demand or the amount thereof (whether or not NPC or Bison desires to defend Middle Bay against such claim or demand as provided in subsections 9.3(b) and 9.3(c) below), such dispute shall be resolved in accordance with Section 9.5interests. Pending the resolution of any dispute by NPC or Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay (given by Notice). (b) In the event that NPC or Bison the Seller notifies Middle Bay the Buyer within the Notice Period that it the Seller, Seller's shareholders or the Company does not dispute such liability and desires to defend Middle Bay against such claim or demand, then, then except as hereinafter provided, NPC or Bison the Seller shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by NPC or Bison to a final conclusion in such a manner as to avoid any risk of Middle Bay's the Buyer becoming subject to liability for any other matter; provided, however, neither NPC nor Bison shall, without the prior written consent of Middle Bay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay the Buyer desires to participate in, but not control, any such defense or settlement, settlement it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Baythe Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect effect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitationthe Business or any division of the Buyer or an affiliate of the Buyer, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay Buyer shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses thereof shall be included as part of the indemnification obligation obligations of NPC and Bison the Buyer hereunder; provided. If the Seller disputes its, however, that Middle Bay shall not settle any its shareholders or the Company's liability with respect to such claim or demand without the prior written consent (given by Notice) of NPC, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, NPC and Bison shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If NPC and Bison elect elects not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice notice as provided above or otherwise, then the amount of any such claim or demand, or or, if the same be defended contested by NPC or Bison the Seller or by Middle Bay the Buyer (but Middle Bay the Buyer shall not have no any obligation to defend contest any such claim or demand) ), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of NPC the Seller, if applicable, Seller's shareholders, and Bison hereunderthe Company hereunder (subject, unless NPC or Bison shall have if the Seller has timely disputed its liability, to a determination that the disputed liability to Middle Bay hereunder, as provided in Section 9.5 hereofis covered by these indemnification provisions). (dB) If Middle Bay In the event that the Buyer should have a claim against NPC the Seller or Bison the Company hereunder that which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, the Buyer shall promptly send a Claim Notice with respect to such claim to NPC and Bisonthe Seller. If NPC or Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5 hereof; if neither NPC nor Bison notifies Middle Bay the Seller does not notify the Buyer within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of NPC the Seller and Bison the Company hereunder. (eC) All claims for indemnification made by NPC the Seller or Bison the Company under this Agreement shall be asserted and resolved under the procedures set forth aboveabove in this Section by substituting, substituting in as appropriate, "the appropriate place "NPC" or "BisonBuyer" for "Middle Bay" the Seller and the Company"Middle Bay" . (D) Nothing herein shall be deemed to prevent any indemnified party from making a claim hereunder for "NPC" potential or "Bison" (contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and variations thereof)the estimated amount thereof to the extent then feasible and the indemnified party has reasonable grounds to believe that such a claim or demand will be made.