EACH PURCHASER AGREES,
SEVERALLY AND NOT JOINTLY, TO INDEMNIFY BREITBURN, THE GENERAL PARTNER, AND
THEIR RESPECTIVE REPRESENTATIVES (COLLECTIVELY, "BREITBURN RELATED PARTIES")
FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL ACTIONS, SUITS,
PROCEEDINGS (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES), DEMANDS AND
CAUSES OF ACTION, AND, IN CONNECTION THEREWITH, AND PROMPTLY UPON DEMAND, PAY OR
REIMBURSE EACH OF THEM FOR ALL REASONABLE COSTS, LOSSES, LIABILITIES, DAMAGES OR
EXPENSES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES AND DISBURSEMENTS OF
18
COUNSEL AND ALL OTHER REASONABLE EXPENSES INCURRED IN CONNECTION WITH
INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH MATTER THAT MAY BE
INCURRED BY THEM OR ASSERTED AGAINST OR INVOLVE ANY OF THEM AS A RESULT OF,
ARISING OUT OF OR IN ANY WAY RELATED TO THE BREACH OF ANY OF THE
REPRESENTATIONS, WARRANTIES OR COVENANTS OF SUCH PURCHASER CONTAINED HEREIN;
PROVIDED THAT SUCH CLAIM FOR INDEMNIFICATION RELATING TO A BREACH OF ANY
REPRESENTATION OR WARRANTY IS MADE PRIOR TO THE EXPIRATION OF SUCH
REPRESENTATION OR WARRANTY; AND PROVIDED FURTHER, THAT NO BREITBURN RELATED
PARTY SHALL BE ENTITLED TO RECOVER SPECIAL, CONSEQUENTIAL (INCLUDING LOST
PROFITS) OR PUNITIVE DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY,
CONSEQUENTIAL DAMAGES SHALL NOT BE DEEMED TO INCLUDE DIMINUTION IN VALUE, WHICH
IS SPECIFICALLY INCLUDED IN DAMAGES COVERED BY BREITBURN RELATED PARTIES
INDEMNIFICATION.
SECTION 7.3
INDEMNIFICATION PROCEDURE.
PROMPTLY AFTER ANY BREITBURN
RELATED PARTY OR PURCHASER RELATED PARTY (HEREINAFTER, THE "INDEMNIFIED PARTY")
HAS RECEIVED NOTICE OF ANY INDEMNIFIABLE CLAIM HEREUNDER, OR THE COMMENCEMENT OF
ANY ACTION, SUIT OR PROCEEDING BY A THIRD PERSON THAT THE INDEMNIFIED PARTY
BELIEVES IN GOOD FAITH IS AN INDEMNIFIABLE CLAIM UNDER THIS AGREEMENT, THE
INDEMNIFIED PARTY SHALL GIVE THE INDEMNITOR HEREUNDER (THE "INDEMNIFYING PARTY")
WRITTEN NOTICE OF SUCH CLAIM OR THE COMMENCEMENT OF SUCH ACTION, SUIT OR
PROCEEDING, BUT FAILURE TO SO NOTIFY THE INDEMNIFYING PARTY WILL NOT RELIEVE THE
INDEMNIFYING PARTY FROM ANY LIABILITY IT MAY HAVE TO SUCH INDEMNIFIED PARTY
HEREUNDER EXCEPT TO THE EXTENT THAT THE INDEMNIFYING PARTY IS MATERIALLY
PREJUDICED BY SUCH FAILURE.
SUCH NOTICE SHALL STATE THE NATURE AND THE BASIS OF
SUCH CLAIM TO THE EXTENT THEN KNOWN.
THE INDEMNIFYING PARTY SHALL HAVE THE
RIGHT TO DEFEND AND SETTLE, AT ITS OWN EXPENSE AND BY ITS OWN COUNSEL WHO SHALL
BE REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTY, ANY SUCH MATTER AS LONG AS
THE INDEMNIFYING PARTY PURSUES THE SAME DILIGENTLY AND IN GOOD FAITH.
IF THE
INDEMNIFYING PARTY UNDERTAKES TO DEFEND OR SETTLE, IT SHALL PROMPTLY NOTIFY THE
INDEMNIFIED PARTY OF ITS INTENTION TO DO SO, AND THE INDEMNIFIED PARTY SHALL
COOPERATE WITH THE INDEMNIFYING PARTY AND ITS COUNSEL IN ALL COMMERCIALLY
REASONABLE RESPECTS IN THE DEFENSE THEREOF AND THE SETTLEMENT THEREOF.
SUCH
COOPERATION SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, FURNISHING THE
INDEMNIFYING PARTY WITH ANY BOOKS, RECORDS AND OTHER INFORMATION REASONABLY
REQUESTED BY THE INDEMNIFYING PARTY AND IN THE INDEMNIFIED PARTY'S POSSESSION OR
CONTROL.
SUCH COOPERATION OF THE INDEMNIFIED PARTY SHALL BE AT THE COST OF THE
INDEMNIFYING