TRANSFERRED COMPANIES, OR ANY OTHER PARTY OR PERSON. EFFECTIVE AS
OF CLOSING, BREITBURN, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, EXPRESSLY
WAIVES AND RELEASES ANY AND ALL RIGHTS AND REMEDIES WHICH IT MAY HAVE UNDER
ENVIRONMENTAL LAWS AGAINST QUICKSILVER OR ANY QUICKSILVER INDEMNIFIED PARTY
REGARDING ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL LIABILITIES, WHETHER FOR
CONTRIBUTION, INDEMNITY OR OTHERWISE, REGARDLESS OF THE FAULT OR NEGLIGENCE OF
QUICKSILVER OR ANY QUICKSILVER INDEMNIFIED PARTY, INCLUDING STRICT OR STATUTORY
LIABILITY OF QUICKSILVER OR ANY QUICKSILVER INDEMNIFIED PARTY UNDER ANY
APPLICABLE LAW.
(C)
CLAIM PROCEDURES. QUICKSILVER SHALL GIVE
BREITBURN PROMPT WRITTEN NOTICE OF ANY THIRD PARTY ACTION OR OTHER DAMAGES
CLAIMS WHICH MAY GIVE RISE TO ANY INDEMNITY OBLIGATION UNDER THIS SECTION 9.3,
TOGETHER WITH THE ESTIMATED AMOUNT OF SUCH ACTION OR DAMAGE, AND BREITBURN SHALL
HAVE THE RIGHT TO ASSUME THE DEFENSE OF ANY SUCH ACTION THROUGH COUNSEL OF ITS
OWN CHOOSING, BY SO NOTIFYING QUICKSILVER WITHIN SIXTY (60) DAYS OF RECEIPT OF
QUICKSILVER'S WRITTEN NOTICE; PROVIDED, HOWEVER, THAT BREITBURN'S COUNSEL SHALL
BE REASONABLY SATISFACTORY TO QUICKSILVER. FAILURE TO GIVE PROMPT NOTICE SHALL
NOT AFFECT THE INDEMNIFICATION OBLIGATIONS HEREUNDER IN THE ABSENCE OF ACTUAL
PREJUDICE. IF QUICKSILVER DESIRES TO PARTICIPATE IN ANY SUCH DEFENSE ASSUMED BY
BREITBURN IT MAY DO SO AT ITS SOLE COST AND EXPENSE. IF BREITBURN DECLINES TO
ASSUME ANY SUCH DEFENSE, IT SHALL BE LIABLE FOR ALL REASONABLE COSTS AND
EXPENSES OF DEFENDING SUCH ACTION INCURRED BY QUICKSILVER, INCLUDING REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL IN THE EVENT IT IS ULTIMATELY DETERMINED THAT
BREITBURN IS LIABLE FOR SUCH ACTION PURSUANT TO THE TERMS OF THIS AGREEMENT. IF
BREITBURN HAS ASSUMED ANY SUCH DEFENSE, BUT THEREAFTER BREITBURN HAS FAILED TO
DILIGENTLY MAINTAIN SUCH DEFENSE, THEN QUICKSILVER SHALL GIVE BREITBURN WRITTEN
NOTICE THEREOF AND, IF BREITBURN DOES NOT TAKE REASONABLE ACTION TO REMEDY SUCH
FAILURE WITHIN THIRTY (30) DAYS AFTER RECEIPT, THEN QUICKSILVER MAY ASSUME SUCH
DEFENSE AND BREITBURN SHALL CONTINUE TO BE LIABLE FOR ALL REASONABLE COSTS AND
EXPENSES INCURRED IN DEFENDING SUCH ACTIONS, PROVIDED THAT QUICKSILVER
DILIGENTLY MAINTAINS SUCH DEFENSE AND IS COMMERCIALLY REASONABLE (GIVEN THE SIZE
AND NATURE OF THE CLAIM INVOLVED) IN THE MANNER OF DEFENSE AND THE COSTS AND
EXPENSES INCURRED. BREITBURN SHALL NOT, WITHOUT THE WRITTEN CONSENT OF A
QUICKSILVER INDEMNIFIED PARTY, SETTLE ANY ACTION OR CLAIM AGAINST SUCH
QUICKSILVER INDEMNIFIED PARTY OR CONSENT TO THE ENTRY OF ANY JUDGMENT WITH
RESPECT THERETO THAT (I) DOES NOT RESULT IN A FINAL RESOLUTION OF THE
QUICKSILVER INDEMNIFIED PARTY'S LIABILITY WITH RESPECT TO SUCH ACTION OR CLAIM
(INCLUDING, IN THE CASE OF A SETTLEMENT, AN UNCONDITIONAL WRITTEN RELEASE OF THE
QUICKSILVER INDEMNIFIED PARTY FROM ALL FURTHER LIABILITY IN RESPECT OF SUCH
ACTION OR CLAIM) OR (II) WOULD RESULT IN THE IMPOSITION OF A CONSENT ORDER,
INJUNCTION OR DECREE WHICH WOULD MATERIALLY AND ADVERSELY RESTRICT THE FUTURE
ACTIVITY OR CONDUCT OF THE QUICKSILVER INDEMNIFIED PARTY, OTHER THAN CONDUCT
WHICH VIOLATES A LAW.
Section 9.4
Other Indemnification Matters
and Limitations.
(A)
THE AMOUNT OF ANY DAMAGES FOR WHICH
INDEMNIFICATION IS PROVIDED UNDER