Common use of Misconduct, Etc Clause in Contracts

Misconduct, Etc. No Person, shall be indemnified or held harmless for, and Anadarko shall have no liability for or in respect of, any Expenses with respect to such Person to the extent caused by or resulting from (i) the actual fraud, willful misconduct, bad faith or gross negligence of such Person or any of its Related Persons or (ii) any inaccuracy in, or breach of, any written certification, representation or warranty made by such Person or any of its Related Persons in any Transaction Agreement or in any written report or certification required hereunder or under any other Transaction Agreement (unless and to the extent such inaccuracy or breach is attributable to any written information provided by any Transaction Party), in each case under this clause (ii): (x) if, but only if, such certification, representation or warranty is made as of a specific date, as of the date as of which the facts stated therein were certified, represented or warranted and (y) in all other cases as of any date or during any period to which such certification, representation or warranty may be applicable. For purposes of this Section 3.4(b), it is agreed that Trinity is not a Related Person of Pecos.

Misconduct, Etc. No Person, Indemnified Person shall be indemnified or held harmless for, and Anadarko no Indemnitor shall have no any liability with respect to any Indemnified Person for or in respect of, any Expenses with respect to such Person to the extent caused by or resulting from (i) the actual fraud, willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Persons or (ii) any inaccuracy in, or breach of, any written certification, representation or warranty made by such Indemnified Person or any of its Related Persons in any Transaction Agreement or in any written report or certification required hereunder or under any other Transaction Agreement (unless and to the extent such inaccuracy or breach is attributable to any written information provided by any Transaction PartyAnadarko or its Affiliates), in each case under this clause (ii): ) (xA) if, but only if, it such certification, representation or warranty is made as of a specific date, as of the date as of which the facts stated therein were certified, represented or warranted and (yB) in all other cases cases, as of any date or during any period to which such certification, representation or warranty may be applicable. For purposes of this Section 3.4(b), it is agreed that Trinity is not a Related Person of Pecos.

Misconduct, Etc. No Person, Indemnified Person shall be indemnified or held harmless for, for and Anadarko no Sponsor Subsidiary shall have no any liability for or in respect of, any Expenses with respect to such Indemnified Person to the extent caused by or resulting from (i) the actual fraud, willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Persons or (ii) any inaccuracy in, or breach of, any written certification, representation or warranty made by such Indemnified Person or any of its Related Persons in any Transaction Agreement Operative Document or in any written report or certification required hereunder or under any other Transaction Agreement Operative Document (unless and to the extent such inaccuracy or breach is attributable to any written information provided by any Transaction PartyEl Paso or its Affiliates), in each case under this clause (ii): ) (xA) if, but only if, such certification, representation or warranty is made as of a specific date, as of the date as of which the facts stated therein were certified, represented or warranted and (yB) in all other cases cases, as of any date or during any period to which such certification, representation or warranty may be applicable. For purposes of this Section 3.4(b), it is agreed that Trinity is not a Related Person of Pecos.

Misconduct, Etc. No Person, Indemnified Person shall be indemnified or held harmless for, and Anadarko no Indemnitor shall have no any liability with respect to any Indemnified Person for or in respect of, any Expenses with respect to such Person to the extent caused by or resulting from (i) the actual fraud, willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Persons or (ii) any inaccuracy in, or breach of, any written certification, representation or warranty made by such Indemnified Person or any of its Related Persons in any Transaction Agreement Operative Document or in any written report or certification required hereunder or under any other Transaction Agreement Operative Document (unless and to the extent such inaccuracy or breach is attributable to any written information provided by any Transaction PartyEl Paso or its Affiliates), in each case under this clause (ii): ) (xA) if, but only if, such certification, representation or warranty is made as of a specific date, as of the date as of which the facts stated therein were certified, represented or warranted and (yB) in all other cases cases, as of any date or during any period to which such certification, representation or warranty may be applicable. For purposes of this Section 3.4(b), it is agreed that Trinity is not a Related Person of Pecos.

Misconduct, Etc. No Person, and no controlling Affiliate of such Person in its own right (but without prejudice to the claims of Persons who are Indemnified Persons by reason of a relationship to such controlling Affiliate (such as an agent, employee, creditor or surety of such controlling Affiliate)) shall be indemnified or held harmless for, and Anadarko shall have no from any liability for or in respect of, any Expenses with respect to such Person to the extent solely caused by or resulting from (i) the actual fraud, willful misconduct, bad faith or gross negligence of such Person or any of its Related Persons or (ii) any inaccuracy in, or breach of, any written certification, representation or warranty made by such Person or any of its Related Persons in any Transaction Agreement Covered Document or in any written report or certification required hereunder or under any other Transaction Agreement (Covered Document unless and to the extent such inaccuracy or breach is attributable to any written information provided by any Transaction Party)Calfinco or its Affiliates, in each case under this clause (ii): ) (xA) if, but only if, such certification, representation or warranty is made as of a specific date, as of the date as of which the facts stated therein were certified, represented or warranted and (yB) in all other cases cases, as of any date or during any period to which such certification, representation or warranty may be applicable. For purposes of this Section 3.4(b), it is agreed that Trinity is not a Related Person of Pecos.

Misconduct, Etc. No Person, Person shall be indemnified or held harmless for, and Anadarko shall have no liability for or in respect of, any Expenses with respect to such Person to the extent caused by or resulting from (i) the actual fraud, willful misconduct, bad faith or gross negligence of such Person or any of its Related Persons or (ii) any inaccuracy in, or breach of, any written certification, representation or warranty made by such Person or any of its Related Persons in any Transaction Agreement or in any written report or certification required hereunder or under any other Transaction Agreement (unless and to the extent such inaccuracy or breach is attributable to any written information provided by any Transaction Party), in each case under this clause (ii): (x) if, but only if, such certification, representation or warranty is made as of a specific date, as of the date as of which the facts stated therein were certified, represented or warranted and (y) in all other cases as of any date or during any period to which such certification, representation or warranty may be applicable. For purposes of this Section 3.4(b2.09(b), it is agreed that Trinity is not a Related Person of Pecos.