(9) MONTHS FOLLOWING THE CLOSING DATE. THE SURVIVAL
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period set forth above for each representation, warranty, covenant or agreement
is referred to herein as the "Survival Period."
(B)
NO ACTION FOR DAMAGES OR OTHER RELIEF OF ANY
KIND (INCLUDING AN ACTION UNDER SECTION 9.2(A) OR SECTION 9.3(A)) ARISING OUT OF
OR RELATING TO ANY BREACH OF REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT
UNDER THIS AGREEMENT OR IN ANY CERTIFICATE OR DOCUMENTS DELIVERED IN CONNECTION
WITH THIS AGREEMENT MAY BE BROUGHT UNLESS A WRITTEN NOTICE DESCRIBING THE NATURE
OF THE ACTION, THE THEORY OF LIABILITY OR THE NATURE OF THE RELIEF SOUGHT AND
THE MATERIAL FACTUAL ASSERTIONS UPON WHICH THE ACTION IS BASED (A "CLAIM
NOTICE") IS GIVEN TO THE OTHER PARTY BEFORE THE TERMINATION OF THE APPLICABLE
SURVIVAL PERIOD. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A CLAIM FOR A
BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT THAT WOULD
OTHERWISE TERMINATE SHALL CONTINUE TO SURVIVE FOR ANY DAMAGES WITH RESPECT TO
WHICH A CLAIM NOTICE IS GIVEN PURSUANT TO THIS AGREEMENT PRIOR TO THE END OF THE
APPLICABLE SURVIVAL PERIOD, UNTIL SUCH CLAIM IS FINALLY RESOLVED AND ALL RELATED
DAMAGES ARE PAID, SUBJECT TO THE LIMITATIONS AND RESTRICTIONS SET FORTH HEREIN,
AND ANY SUCH CLAIM NOTICE MADE AS TO DAMAGES THAT MAY ALSO BE RECOVERABLE FROM
THIRD PARTIES OR INSURANCE PURSUED BY BREITBURN AS CONTEMPLATED IN SECTION 9.4
BELOW SHALL NEVERTHELESS BE VALID DAMAGES FOR PURPOSES OF TOLLING THE APPLICABLE
SURVIVAL PERIOD NOTWITHSTANDING THE PENDENCY OF ANY SUCH POTENTIAL RECOVERIES.
Section 9.2
Indemnification by Quicksilver.
(A)
GENERAL INDEMNITY FROM QUICKSILVER. EXCEPT
AS OTHERWISE PROVIDED IN ARTICLE X AND SUBJECT TO THE FURTHER PROVISIONS HEREOF,
IF CLOSING OCCURS, THEN UPON, FROM AND AFTER CLOSING QUICKSILVER SHALL DEFEND,
INDEMNIFY AND HOLD HARMLESS BREITBURN, THE ACQUIRED COMPANIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS AND THEIR RESPECTIVE SHAREHOLDERS,
MEMBERS, PARTNERS (GENERAL AND LIMITED), OFFICERS, DIRECTORS, MANAGERS,
EMPLOYEES (OTHER THAN THE BUSINESS EMPLOYEES AND ANY OTHER EMPLOYEE OF
QUICKSILVER RELATING TO THE QRI ASSETS), AGENTS AND REPRESENTATIVES AND EACH OF
THEIR HEIRS, EXECUTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "BREITBURN
INDEMNIFIED PARTIES"), FROM AND AGAINST AND IN RESPECT OF ANY AND ALL DAMAGES,
WHICH ARISE OUT OF (I) ANY BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES
(OTHER THAN THOSE WHICH DO NOT SURVIVE THE CLOSING AS STATED IN SECTION 9.1(A))
MADE IN ARTICLE III, ARTICLE IV (OTHER THAN REPRESENTATIONS AND WARRANTIES MADE
IN SECTION 4.11 WITH RESPECT TO TAXES, WHICH ARE ADDRESSED IN ARTICLE X), OR ANY
CORRESPONDING REPRESENTATIONS AND WARRANTIES MADE IN ANY CERTIFICATE DELIVERED
BY OR ON BEHALF OF QUICKSILVER AT CLOSING PURSUANT TO SECTION 2.12, (II) ANY
BREACH OF ANY OF THE COVENANTS OF QUICKSILVER IN THIS AGREEMENT, OR (III) THE
RETAINED LIABILITIES.
(B)
LIMITATIONS ON QUICKSILVER'S INDEMNITY
OBLIGATIONS. THE OBLIGATION TO INDEMNIFY BREITBURN INDEMNIFIED PARTIES SET FORTH
IN SECTION 9.2(A) SHALL BE SUBJECT TO EACH OF THE FOLLOWING LIMITATIONS:
(I)
QUICKSILVER'S INDEMNIFICATION
OBLIGATIONS UNDER SECTION 9.2(A)(I) AS TO BREACH OF A PARTICULAR REPRESENTATION
OR WARRANTY SHALL TERMINATE UPON EXPIRATION