Common use of Termination of Indemnification Obligations Clause in Contracts

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. (a) The obligations to indemnify and hold harmless a party heretohereto with respect to any Damages arising from any Claims: (ia) contained in Sections 11.03(f) or Section 11.03(g) and Section 11.04(c) shall terminate when the applicable representation or warranty terminates pursuant to Section 11.01; (b) contained in the provisions of Section 11.03(e) and Section 11.03(f) shall terminate ninety (90) days following the expiration of the applicable statute of limitations which applies with respect to the underlying basis for such Claims; and (iic) contained in the provisions of Sections 11.03(a) through and including 11.03(eSection 11.03(d) or Sections Section 11.04(a) and (bSection 11.04(b) shall not terminate; provided that, as to clause (ia) and clause (b) above, such obligations to indemnify and hold harmless shall not terminate with respect to any representation representation, warranty or warranty liability with respect to which the Indemnified Party shall have, prior to the termination of such representation or warrantyindemnity obligation therefor, made a specific Claim relating to a breach of such representation representation, warranty or warranty such liability 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. (a) The obligations to -------------------------------------------------- indemnify and hold harmless a party heretohereto with respect to any Damages arising from any Claims: (ia) contained in Sections 11.03(f) or Section 11.03(g) and Section 11.04(c) shall terminate when the applicable representation or warranty terminates pursuant to Section 11.01; (b) contained in the provisions of Section 11.03(e) and Section 11.03(f) shall terminate ninety (90) days following the expiration of the applicable statute of limitations which applies with respect to the underlying basis for such Claims; and (iic) contained in the provisions of Sections 11.03(a) through and including 11.03(eSection 11.03(d) or Sections Section 11.04(a) and (bSection 11.04(b) shall not terminate; provided that, as to clause (ia) and clause (b) above, such obligations to indemnify and hold harmless shall not terminate with respect to any representation representation, warranty or warranty liability with respect to which the Indemnified Party shall have, prior to the termination of such representation or warrantyindemnity obligation therefor, made a specific Claim relating to a breach of such representation representation, warranty or warranty such liability 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.