Termination of Indemnification Obligations Sample Clauses

Termination of Indemnification Obligations. All obligations for indemnification on the part of parties hereto shall expire three (3) years from the date of termination of this Agreement, except with respect to claims already notified to the other party prior to the end of such three (3) year period.

Termination of Indemnification Obligations. The obligations of each party to indemnify, defend and hold harmless Indemnitees (a) pursuant to Sections 14.1(a) and 14.2(a), shall terminate when the applicable representation or warranty expires pursuant to Article XIII, (b) pursuant to Sections 14.1(b), 14.1(e) and 14.2(b), shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof), and (c) pursuant to Sections 14.1(c) and (d) and Section 14.2(c), shall continue without time limitation and shall not terminate at any time; provided, however, that as to each of clauses (a) and (b) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual item as to which the Indemnitee shall have, before the expiration of the applicable period, made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Termination of Indemnification Obligations. (a) Each and every representation and warranty of the Seller or the Purchaser contained in Articles III, IV and V will survive the Closing Date solely for purposes of Sections 10.1(a) and 10.2(a), as applicable, until (and will expire and be of no further force or effect after) the eighteen (18) month anniversary of the Closing Date; provided, however, that the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) shall survive until (and will expire and be of no further force or effect after) the sixth anniversary of the Closing Date. Each other representation and warranty made by any party contained in or made pursuant to this Agreement or contained in or made pursuant to any closing certificate or other instrument or agreement delivered by any party pursuant to this Agreement will not survive (and will expire at) the Closing and shall thereafter be of no further force or effect and no party will have any obligation to provide indemnification or other liability in respect thereof. (b) The obligations of each party to indemnify, defend and hold harmless the applicable Persons (i) pursuant to Sections 10.1(a) and 10.2(a) will terminate when the applicable representation or warranty expires pursuant to Section 10.5(a) and (ii) pursuant to Sections 10.1(b) and 10.2(b) will terminate eighteen (18) months after the date of this Agreement and (iii) pursuant to Sections 10.1(c), 10.1(d) and 10.2(c) will terminate on the date that the applicable statute of limitations relating to any Pre-Closing Taxes, Post-Closing Taxes, or Seller Taxes, as applicable, expire; provided, however, that as to clauses (i), (ii) and (iii) above, such obligations to indemnify, defend and hold harmless will not terminate with respect to any individual item as to which an Indemnified Party 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 applicable Indemnifying Party and such obligation will continue until the resolution of such claim.

Termination of Indemnification Obligations. (a) The obligations to indemnify and hold harmless a party hereto: (i) contained in Sections 11.03(f) or 11.03(g) and Section 11.04(c) shall terminate when the applicable representation or warranty terminates pursuant to Section 11.01; and (ii) contained in the provisions of Sections 11.03(a) through and including 11.03(e) or Sections 11.04(a) and (b) shall not terminate; provided that, as to clause (i) above, such obligations to indemnify and hold harmless shall not terminate with respect to any representation or warranty with respect to which the Indemnified Party shall have, prior to the termination of such representation or warranty, made a specific Claim relating to a breach of such representation or warranty by delivering written notice (stating in reasonable detail the basis of such Claim) to the Indemnifying Party. (b) Buyer shall have no right to be indemnified against any breach of a representation or warranty made by Sellers pursuant to this Agreement to the extent that, on the Closing Date, Buyer had knowledge that, as of the Closing Date, there was a material breach, violation or inaccuracy in such 140 147 representation or warranty as made by Seller pursuant to Article 4 hereof, the existence of which material breach, violation or inaccuracy is not disclosed in writing by Buyer to Sellers on or prior to the Closing Date.

Termination of Indemnification Obligations. The indemnity obligations of the Indemnifying Parties under Section 6.2 and of the Buyer under Section 6.6 shall terminate after thirty months as from the Purchase Closing Date except (a) as to matters as to which the applicable party entitled to indemnification (an “Indemnitee”) has made a claim for indemnification on or prior to such date specifically addressing an actual claim or demand, (b) as to matters as to which the applicable Indemnitee has suffered Losses arising out of the Indemnifying Party’s Fraud, and (c) in the case of the indemnity obligations of the Indemnifying Parties, as applicable with respect to any claim pertaining to a misrepresentation, inaccuracy or breach of warranty under any of the (i) Fundamental Representations and Warranties or (ii) Representations and Warranties contained in Sections 3.1, 3.2, 3.4, 3.5, 3.7, 3.8 and 3.9 or (iii) Representations and Warranties of the Buyer contained in Section 5. The obligations referred to in: (i) the preceding clause (a) shall survive the expiration of such period until such claims are finally resolved and any obligations with respect thereto are fully satisfied; and (ii) the preceding clauses (b) and (c) shall terminate upon the expiration of the relevant federal, state, local or foreign statute of limitations, except as to matters as to which any Indemnified Party has made a claim for indemnification on or prior to such date, in which case the right to indemnification with respect thereto shall survive the expiration of any such period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.

Termination of Indemnification Obligations. The obligations of each party to indemnify, defend and hold harmless the other party and other Indemnitees (i) pursuant to Section 13.1(a) and Section 13.2(a) shall terminate when the applicable representation or warranty expires pursuant to Article XII, (ii) pursuant to Section 13.1(b) and Section 13.2(b) shall terminate upon the later to occur of (A) two years after the Subsequent Closing Date and (B) six months after the last day on which the obligations described in Sections 13.1(b) and 13.2(b) shall have been required to be performed and (iii) pursuant to Sections 13.1(c), (d) and (e), and Sections 13.2(c) and (d) shall continue without time limitation and shall not terminate at any time; provided, however, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual item as to which the Indemnitee shall have, before the expiration of the applicable period, made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Termination of Indemnification Obligations. The obligations to indemnify and hold harmless any Person pursuant to Sections 10.2 and 10.3 hereof shall terminate when the applicable representation or warranty or covenant terminates pursuant to Section 10.1 hereof; 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 bona fide claim by delivering a notice of such claim pursuant to Sections 10.2.2 or 10.4 hereof to the indemnifying party.

Termination of Indemnification Obligations. The obligations of each Party to indemnify, defend and hold harmless the other Party and other Indemnitees (a) pursuant to Sections 7.1(b) and 7.2(b) shall terminate when the applicable Survival Period expires pursuant to Section 4.4, and (b) pursuant to Sections 7.1(a), (c), (d) and (e), and Sections 7.2(a), (c) and (d) shall survive until the earlier of the expiration of the applicable statute of limitations, if any, and the sixth (6th) anniversary of the Closing Date; provided, however, that such obligations to indemnify, defend, and hold harmless shall not terminate with respect to any individual item as to which the Indemnitee shall have before the expiration of the Survival Period, made a claim by delivering a written notice (stating in reasonable detail the basis of such claim and a reasonable estimate of the amount thereof) to the Indemnitor.

Termination of Indemnification Obligations. (a) Except with respect to fraud, willful misrepresentation, willful breach, willful misconduct or willful concealment by or on behalf of the Seller, the obligations of Seller to indemnify any Buyer indemnified party pursuant to Section 7.01(b)(i) shall terminate at the close of business on the third-year anniversary of the Closing Date, except that such obligations shall not terminate with respect to any items as to which any Buyer indemnified party has, before the expiration of such period, taking into account any extensions thereof, previously made a Claim against Seller by delivering a notice to Seller or the Representative in accordance with this Agreement, which shall survive until all such Claims are finally resolved. Except with respect to fraud, willful misrepresentation, willful breach, willful misconduct or willful concealment by or on behalf of the Seller, the obligations of Seller to indemnify any Buyer indemnified party pursuant to any other provision of this Agreement, including Sections 7.01(b)(ii) through (v), or any Ancillary Document shall terminate upon the later of ten years from the Closing or the expiration of the relevant statute of limitations, taking into account extensions thereof, except that such obligations shall not terminate with respect to any item as to which any Buyer indemnified party has, before the expiration of the relevant period, taking into account any extensions thereof, previously made a Claim against Seller by delivering a notice to Seller or the Representative in accordance with this Agreement, which shall survive until all such Claims are finally resolved. (b) The obligation of Buyer to indemnify Seller pursuant to the Agreement (and the survivability of each of Buyer’s representations, warranties, covenants and agreements) shall terminate at the close of business upon the earliest to occur of (a) the date this is the two-year anniversary of the Closing Date, (b) the date immediately prior to the consummation of a Liquidation Event of Buyer (as defined in Buyer’s Certificate of Incorporation), (c) the effective date of the initial public offering of Buyer’s securities, and (d) the date of any voluntary or involuntary dissolution, winding down, assignment for the benefit of creditors, bankruptcy or liquidation of or involving Seller, except that such obligations shall not terminate with respect to any items as to which Seller has, before the expiration of such period, previously made a Claim against Buyer by de...