Additional Agreements Regarding Indemnification Clause Samples
Additional Agreements Regarding Indemnification. Notwithstanding anything to the contrary herein:
(a) a breach of any representation or warranty (other than with respect to a breach of the Fundamental Representations) of PBF Energy in this Agreement in connection with any single item or group of related items that results in Losses of less than $50,000 shall be deemed, for all purposes of this Article IX not to be a breach of such representation, warranty or pre-closing covenant;
(b) PBF Energy shall not have any liability under Section 9.2(a)(i) for breaches of representations or warranties (other than with respect to a breach of the Fundamental Representations) except if the aggregate Losses actually incurred by the Partnership Indemnified Parties thereunder exceed $250,000 of the Dropdown Aggregate Value, and then, subject to Section 9.4(c), only to the extent such aggregate Losses exceed such amount;
(c) in no event shall (i) the aggregate liability of PBF Energy under Section 9.2(a)(i) for breaches of representations or warranties (other than with respect to a breach of the Fundamental Representations) exceed 10.0% of the Dropdown Aggregate Value and (ii) the aggregate liability of PBF Energy arising out of or relating to (A) Section 9.2(a)(i) for breaches of the Fundamental Representations exceed 100.0% of the Dropdown Aggregate Value;
(d) for purposes of determining the amount of a Loss, with respect to any asserted breach or inaccuracy of a representation or warranty of a Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III, IV or V (except in the case of the term Material Contract); provided that this Section 9.4(d) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred.
(e) for the avoidance of doubt, nothing in this Section 9.4 shall affect the provisions of Article VII.
Additional Agreements Regarding Indemnification. (a) The Contributors shall not have any liability arising out of or relating to Section 10.2(a) for breaches of representations and warranties except if the aggregate Damages actually incurred by the Indemnified Party thereunder exceed $125,000, except in the case of fraud or willful misconduct, in which event there shall be no exception to liability.
(b) In no event shall the aggregate liability of the Contributors arising out of or relating to Section 10.2(a) for breaches of representations or warranties exceed twenty-five percent (25%) of the value of the Closing Consideration on the Closing Date, except in the case of fraud or willful misconduct, in which event there shall be no limitation on liability.
(c) For the avoidance of doubt, nothing in this Section 10.4 shall affect the provisions of Article 9.
Additional Agreements Regarding Indemnification. 35 ARTICLE X TERMINATION ARTICLE XI MISCELLANEOUS
Additional Agreements Regarding Indemnification. Notwithstanding anything to the contrary herein:
(a) Seller shall have no liability arising out of or relating to Section
Additional Agreements Regarding Indemnification. Notwithstanding anything to the contrary herein:
a) Grantor shall have no liability arising out of or relating to Section 8.02(a) for any Loss that does not exceed $50,000.00 (a “Recoverable Loss”) and then only to the extent the aggregate amount of all such Recoverable Losses actually incurred by Grantee Indemnified Parties thereunder exceed $3,200,000 (and then, subject to Section 8.04(c), only to the extent such aggregate Recoverable Losses exceed such amount);
b) in no event shall Grantor’s aggregate liability arising out of or relating to Section 8.02(a) exceed $24,000,000.00, c) the amount of any Loss for which a Grantee Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually recovered with respect to such Loss and (ii) indemnification or reimbursement payments actually recovered from third parties with respect to such Loss.
d) For purposes of determining whether there has been a breach or inaccuracy of a representation or warranty by a party in connection with the assertion of a claim for indemnification under Article VIII, or determining the amount of a Loss, with respect to any asserted breach or inaccuracy, such determination shall be made without regard to any qualifier as to “material,” or “materiality” expressly contained in Article III or Article IV.