Common use of Misconduct, Etc Clause in Contracts

Misconduct, Etc. No Indemnified Person shall be indemnified or held harmless for, and no Indemnitor shall have any liability with respect to any Indemnified Person for or in respect of, any Expenses 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 Operative Document or in any written report or certification required under any Operative Document (unless and to the extent such inaccuracy or breach is attributable to any written information provided by El Paso or its Affiliates), in each case under this clause (ii) (A) 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 (B) in all other cases, as of any date or during any period to which such certification, representation or warranty may be applicable.

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 Person 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 no Indemnitor shall have from any liability with respect to any Indemnified Person for or in respect of, any Expenses to the extent solely 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 Operative Covered Document or in any written report or certification required hereunder or under any Operative other Covered Document (unless and to the extent such inaccuracy or breach is attributable to any written information provided by El Paso Calfinco or its Affiliates), in each case under this clause (ii) (A) 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 (B) in all other cases, as of any date or during any period to which such certification, representation or warranty may be applicable.

Misconduct, Etc. No Indemnified Person shall be indemnified or held harmless for, for and no Indemnitor Sponsor Subsidiary shall have any liability with respect to any Indemnified Person 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 Operative Document or in any written report or certification required hereunder or under any other Operative Document (unless and to the extent such inaccuracy or breach is attributable to any written information provided by El Paso or its Affiliates), in each case under this clause (ii) (A) 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 (B) in all other cases, as of any date or during any period to which such certification, representation or warranty may be applicable.

Misconduct, Etc. No Indemnified Person Person, shall be indemnified or held harmless for, and no Indemnitor Anadarko shall have any no 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 Operative Document Transaction Agreement or in any written report or certification required hereunder or under any Operative Document other Transaction Agreement (unless and to the extent such inaccuracy or breach is attributable to any written information provided by El Paso or its Affiliatesany Transaction Party), in each case under this clause (ii) ): (Ax) 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 (By) 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 Indemnified Person shall be indemnified or held harmless for, and no Indemnitor Anadarko shall have any no 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 Operative Document Transaction Agreement or in any written report or certification required hereunder or under any Operative Document other Transaction Agreement (unless and to the extent such inaccuracy or breach is attributable to any written information provided by El Paso or its Affiliatesany Transaction Party), in each case under this clause (ii) ): (Ax) 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 (By) 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 2.09(b), it is agreed that Trinity is not a Related Person of Pecos.

Misconduct, Etc. No Indemnified Person shall be indemnified or held harmless for, and no Indemnitor shall have any liability with respect to any Indemnified Person for or in respect of, any Expenses 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 Operative Document Transaction Agreement or in any written report or certification required under any Operative Document Transaction Agreement (unless and to the extent such inaccuracy or breach is attributable to any written information provided by El Paso Anadarko or its Affiliates), in each case under this clause (ii) (A) 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 (B) in all other cases, as of any date or during any period to which such certification, representation or warranty may be applicable.