Additional Agreements Regarding Indemnification Sample Clauses

Additional Agreements Regarding Indemnification. Notwithstanding anything to the contrary herein:
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Additional Agreements Regarding Indemnification. Notwithstanding anything to the contrary herein (and excluding matters covered by Article VII):
Additional Agreements Regarding Indemnification. Notwithstanding anything to the contrary in this Agreement, for purposes of determining whether a representation or warranty has been breached for purposes of this Article 11, each representation and warranty set forth in Article 5 and Article 6, shall be read without regard to and without giving effect to any “material,” “materiality,” Material Adverse Effect, or similar qualifications, that may be contained in any such representation or warranty.
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 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)any indemnification or payment obligation of PBF Energy under Section 9.2(a) (to the extent relating to any inaccuracy, violation or breach of a representation or warranty in Section 4.1, Section 4.2(b) or in Sections 4.4 through Section 4.17) relating to Losses suffered or incurred by the Partnership Indemnified Parties, attributable to Torrance Pipeline, the Assets or the Business shall be limited to Losses actually suffered or incurred by the Partnership Indemnified Parties, which, for purposes of illustration (and without limiting the generality of the foregoing), in the event any Losses are suffered or incurred by Torrance Pipeline, the Losses suffered or incurred by the Partnership Indemnified Parties would be 50.0% thereof; (e)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...