Disclosures and Schedules. (a) PBF LLC, on behalf of itself and the PBF Companies, may from time to time prior to the Closing, by written notice to Eni, (i) supplement, amend or add any schedule to the Contribution Agreement (including any schedule to any exhibit thereto) with new or updated information with respect to matters that occur or arise after the Execution Date to add any omissions discovered by PBF LLC relating to such schedules or to correct any matter that would constitute a breach of any representation or warranty of the applicable PBF Company in Article V or Article VI of the Contribution Agreement as of the Closing Date (such new or additional information being “New PBF Information”) and (ii) supplement, amend or add any schedule or exhibit to a Transaction Agreement with new or updated information with respect to matters that occur or arise after the Execution Date to reflect such new or updated information with all such updates to schedules to be provided by PBF LLC as promptly as practical following discovery of the information requiring such updates. No disclosure of New PBF Information by PBF LLC under this Section 5.05(a), shall obligate Eni or Eni Formation Party to waive its rights under Section 2.04 in this Agreement nor those under Article VIII of the Contribution Agreement, if the representations and warranties of the Company in Article V and/or of PBF Formation Party in Article VI in each case of the Contribution Agreement would have been breached but for such New PBF Information, so that, provided that Closing has occurred, Eni Formation Party will be entitled to claim for Indemnifiable Losses (as defined in Section 8.2 of the Contribution Agreement and subject to the thresholds and limitations therein) as if the representations and warranties of the Company in Article V and/or of PBF Formation Party in Article VI in each case of the Contribution Agreement would have been breached but for such New PBF Information. For the avoidance of doubt, any such Indemnifiable Claim made pursuant to this Section 5.05 shall apply to the Indemnity Cap set forth in Section 8.3(b) of the Contribution Agreement.
(b) For purposes of determining whether Eni’s Closing Conditions set forth in Section 2.04 have been fulfilled, the Schedules to the Contribution Agreement shall be deemed to include the New PBF Information, unless the New PBF Information constitutes an Adverse Event and without prejudice of Eni’s rights under Section 2.04(b). Notwithstanding the foregoing, if Eni...
Disclosures and Schedules
