Common use of Quality Claims and Claims Handling Clause in Contracts

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.9. (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement, Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 shall be handled and resolved in accordance with the provisions of Article 21.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.9. (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s accountaccount or, at its option, Xxxx may assign to the Company all of Aron’s rights under and to pursue such claim after which Xxxx shall have no further obligation with respect thereto. In addition, any claim that is or becomes subject to Article 21 20 shall be handled and resolved in accordance with the provisions of Article 2120. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.95.9(d). (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement5.9(c), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim claim, all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and claim. If the Company requests that Xxxx assist in prosecuting any such claim, Xxxx shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists shall also be entitled to assist at its own expense in the prosecution of prosecuting any such claim not at other than by the request of the Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrarycontrary but subject to Section 5.9(e), Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 19 shall be handled and resolved in accordance with the provisions of Article 2119. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.95.9(d). (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims claim in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d5.9 NY2- 672959 PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) and the terms and conditions of the Agency Agreement, HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (c) Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) . Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 shall be handled and resolved in accordance with the provisions of Article 21.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.9. PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 20 shall be handled and resolved in accordance with the provisions of Article 2120. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.95.9(d). (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement5.9(c), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim claim, all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and claim. If the Company requests that Xxxx assist in prosecuting any such claim, Xxxx shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists shall also be entitled to assist at its own expense in the prosecution of prosecuting any such claim not at other than by the request of the Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrarycontrary but subject to Section 5.9(e), Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s accountaccount or, at its option, Xxxx may assign to the Company all of Aron’s rights under and to pursue such claim after which Xxxx shall have no further obligation with respect thereto. In addition, any claim that is or becomes subject to Article 21 shall be handled and resolved in accordance with the provisions of Article 21. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx Axxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron's Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx Axxx hereunder; provided, however, that any claims made by Xxxx Axxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s 's account and resolved in accordance with this Section 5.95.9(d). (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to NY2-683668 Crude Oil, Products, pipeline, tank transfers, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx Axxx and any of its vendors who supply goods or services in conjunction with Aron’s 's performance of its obligations under this Agreement) made by or against XxxxAxxx. In all instances wherein claims are made by a third party against Xxxx Axxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d5.9(c), to either direct Xxxx Axxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of XxxxAxxx, all at the Company’s 's cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx Axxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement5.9(c), Xxxx Axxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s 's cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx Axxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and 's expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx Axxx may notify the Company that Xxxx Axxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if XxxxAxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx Axxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx Axxx shall use commercially reasonable efforts to resolve such claim, at the Company’s 's expense and for the Company’s 's account. In addition, any claim that is or becomes subject to Article 21 19 shall be handled and resolved in accordance with the provisions of Article 2119. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Axxx and the management and operation of such counterparty is under the actual and effective control of Axxx, then the Company shall control the dispute and resolution of such claim.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.95.9(d). (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfersrail, truck or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to 26 Section 5.9(d5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement5.9(c), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 19 shall be handled and resolved in accordance with the provisions of Article 2119. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim. 5.10

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.95.9(d). (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfersrail, truck or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement5.9(c), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 19 shall be handled and resolved in accordance with the provisions of Article 2119. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunderxxxxxxxxx; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.9. (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s Xxxx’x performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement, Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s Xxxx’x sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 shall be handled and resolved in accordance with the provisions of Article 21.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.95.9(d). PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement5.9(c), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 19 shall be handled and resolved in accordance with the provisions of Article 2119. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.95.9(d). (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement5.9(c), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 19 shall be handled and resolved in accordance with the provisions of Article 2119. (e) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.

Quality Claims and Claims Handling. (a) The failure of any Crude Oil or Product that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in an Xxxx Aron’s Procurement Contract for that Crude Oil or Product shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil or Product shall be for the Company’s account and resolved in accordance with this Section 5.95.9(d). (b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, Products, pipeline, tank transfers, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(d5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims claim in the name of Xxxx, all at the Company’s cost and expense; provided that Xxxx may require that the Company assume the handling of any such claim. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(d) and the terms and conditions of the Agency Agreement5.9(c), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company. (c) . Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense, if the Company so requests. In the event that Xxxx assists in the prosecution of such claim not at the request of Company, such prosecution shall be at Aron’s sole cost and expense. (dc) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to of Article 21 19 shall be handled and resolved in accordance with the provisions of Article 2119. (d) If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.