Termination of Indemnification Clause Samples
The 'Termination of Indemnification' clause defines when and how a party's obligation to provide indemnification under a contract comes to an end. Typically, this clause specifies the circumstances—such as the expiration of the agreement, the resolution of all relevant claims, or the passage of a certain period—after which indemnification is no longer required. For example, it may state that indemnification obligations survive for a set number of years after contract termination or until all pending claims are settled. The core function of this clause is to provide certainty and limit the duration of indemnification responsibilities, thereby managing ongoing risk exposure for the parties involved.
POPULAR SAMPLE Copied 49 times
Termination of Indemnification. The obligations to indemnify and hold harmless an Indemnified Party (i) pursuant to Section 7.1 and Section 7.2 shall terminate when the applicable representation or warranty terminates pursuant to Section 7.6; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any specific matter as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a written notice thereof (stating in reasonable detail the basis of such claim) (a “Claim Notice”) to the Indemnifying Person.
Termination of Indemnification. The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the party to be providing the indemnification.
Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, (a) with respect to any breach of, or inaccuracy in, any representation or warranty contained in this Agreement shall terminate when the applicable representation or warranty terminates and (b) with respect to any breach of covenant or agreement set forth in this Agreement shall not terminate; provided, however, that as to clause (a) above such obligation to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the indemnifying party.
Termination of Indemnification. The obligations to indemnify and hold harmless any party (i) pursuant to Section 7.01(a)(i) or 7.01(b)(i), as the case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 7.06 to the party to be providing the indemnification.
Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to this Section 19, shall terminate at the time the applicable representation, warranty, covenant or agreement terminates pursuant to Section 10.
Termination of Indemnification. 43 Section 10.4 Procedures Relating to Indemnification...................... 43 Section 10.5
Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party hereto shall not terminate with respect to any item as to which the Indemnified Party hereto shall have, before the expiration of the applicable period in which a claim for indemnification under this Agreement can be made, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.
Termination of Indemnification. The obligations to indemnify and hold harmless any party, (a) pursuant to Section 8.1(a) and Section 8.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 9.4; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 (stating in reasonable detail the basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminate.
Termination of Indemnification. The obligations to indemnify and hold harmless any party (a) pursuant to Sections 7.2(i) (solely with respect to representations and warranties other than Sections 4.1, 4.2, 4.3 and 4.4), 7.2(ii), 7.3(i) and 7.3(ii) shall terminate as set forth in Section 7.1 above, and (b) pursuant to the other clauses of Sections 7.2 and 7.3 shall not terminate.
Termination of Indemnification. The obligations to indemnify and hold harmless a Party hereto,
(a) pursuant to Section 10.1, shall terminate at the close of business on the fifth anniversary of the Closing Date, except (i) with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which ▇▇▇▇ ▇▇▇▇▇▇’▇ obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which ▇▇▇▇ ▇▇▇▇▇▇’▇ obligation to indemnify and hold Buyer harmless shall terminate;
(b) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9;
(c) pursuant to the other clauses contained in Sections 10.2 and 10.3 shall not terminate; and
(d) notwithstanding the foregoing, with respect to clauses (a) and (b) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or a party related thereto shall have previously made a Claim by delivering a notice of such Claim, before the expiration of the applicable period (stating in reasonable detail the basis of such Claim) to the Indemnifying Party.