Shutdown of Refineries Sample Clauses

Shutdown of Refineries. Subject to all terms, conditions, restrictions and limitations contained in Section 9.1(c), Section 9.8, Section 9.10 and Section 9.16, the total shutdown, if required or necessitated by an order or directive from a Governmental Authority during the first six months after the Closing, of any Marathon Refinery or Major Unit thereof, if such shutdown arises solely from an event or events that occurred prior to the Closing Date; provided that for purposes of this Section 9.1(e) and subject to Section 9.8(h), “Loss” shall include any future compliance or reporting costs imposed by a Governmental Authority as a result thereof and any capital expenditures required to reopen the Marathon Refinery or Major Unit thereof and any loss of profit incurred by the Company as a result of such shutdown; provided further that an Indemnified Party shall not be entitled to indemnification under this Section 9.1(e) unless the amount of such Loss exceeds $2,000,000, whereupon the Indemnified Party shall be entitled to indemnification for all Losses in excess of such $2,000,000. The failure by the Company to perform any of its obligations under Section 9.10 shall not relieve Marathon of its obligation to indemnify the Company pursuant to Section 9.1(e) unless and to the extent that Marathon demonstrates that it was prejudiced by the Company’s failure to perform any of its obligations under Section 9.10.