Common use of Termination of Indemnification Obligations Clause in Contracts

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) Each and every representation and warranty The obligation of the Seller or the Purchaser contained in Articles III, IV and V will to indemnify under Section 11.2 shall 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) terminate on the eighteen (18) month second anniversary of the Closing Date, except (i) in each case as to matters as to which any Indemnified Party has given a Claims Notice under Section 11.7.1 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; provided, however, that and (ii) with respect to any Claims Notice arising solely from the representations and warranties matters contained in Sections 3.4Section 3.8, 4.2 and 4.11(c) in which case the right to indemnification with respect thereto shall survive until (the Closing Date and will expire and be terminate on the third anniversary following the filing of no further force any income tax return referred to in Section 3.8 or effect after) the sixth anniversary upon such other expiration of the Closing Date. Each other representation and warranty made by any party contained in or made pursuant limitation period relevant 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 thereofsuch income tax return. (b) The obligations obligation of each party of Purchaser and Lori to indemnify, defend and hold harmless the applicable Persons (i) pursuant to Sections 10.1(aindemnify under Section 11.3(a) and 10.2(athe obligation o▇ ▇▇ch of the Guarantors to indemnify under Section 11.5 shall each survive the Closing Date and terminate on the second anniversary of the Closing Date, except in each case as to matters as to which any Indemnified Party has given a Claims Notice under Section 11.7.1 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. (c) will terminate when The obligation of each of Purchaser and Lori to indemnify under Section 11.3(b) shall survive the applicable representation or warranty expires pursuant Cl▇▇▇▇g Date and the expiration of any such period until any such claim is finally resolved and any obligations with respect thereto are fully satisfied. (d) The obligation of each of the Managers and Franco to indemnify under Section 10.5(a) 11.4 shall survive the Closing Date 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)Closing Date, 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 except in each case 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 matters as to which an any Indemnified Party has given a Claims Notice under Section 11.7.1 on or prior to such date, in which case the right to indemnification with respect thereto shall have, before survive the expiration of the applicable period, previously made a any such period until such claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party is finally resolved and such obligation will continue until the resolution of such claimany obligations with respect thereto are fully satisfied.

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 indemnify and hold harmless the applicable Persons an Indemnified Party hereto (i) pursuant to Sections 10.1(aSection 6.1(a)(i) (excluding with respect to the representations and warranties set forth in Section 3.6 (Intellectual Property)) and 10.2(aSection 6.2(a)(i) will terminate when the applicable representation or warranty expires terminates pursuant to Section 10.5(a) and 6.4(b), (ii) pursuant to Sections 10.1(bSection 6.1(a)(i) with respect to the representations and 10.2(b) warranties set forth in Section 3.6 (Intellectual Property), will terminate eighteen (18) months after when the date of this Agreement and applicable representation or warranty terminates pursuant to Section 6.4(b), (iii) pursuant to Sections 10.1(c), 10.1(d) and 10.2(cSection 6.1(a)(ii) will terminate on the date that when the applicable statute representation or warranty terminates pursuant to Section 6.4(b), and (iv) pursuant to the other clauses of limitations relating to any Pre-Closing Taxes, Post-Closing Taxes, or Seller Taxes, as applicable, expireSection 6.1(a) and Section 6.2(a) will not terminate; provided, however, that as to clauses (i), (iii)-(iv) and (iii) above, above such obligations obligation to indemnify, defend indemnify and hold harmless will not terminate with respect to any individual item claims as to which an the Indemnified Party shall will have, before the expiration of the applicable period, previously made a claim by delivering delivered a notice (stating in reasonable detail the basis of such claim) claim to the Indemnifying Party. (b) All representations and warranties contained in this Agreement will survive the Closing; provided, however, that except in the case of Fraud (to the extent a Party may claim indemnification pursuant to Section 6.1(a)(iv) or Section 6.2(a)(iii), as applicable, with respect to such Fraud), (i) the Fundamental Representations will terminate on the date that is [**] after the expiration of the applicable Indemnifying Party statute of limitation (taking into account any tolling periods and such obligation other extensions) and (ii) the representations and warranties contained in this Agreement (other than the Fundamental Representations) will continue until terminate on the resolution date that is [**] following the Closing Date. Notwithstanding the foregoing, all representations and warranties contained in a Buyer Representation Letter or a Seller Representation Letter, as applicable, will terminate on the date that is [**] following the date thereof. (c) The Parties acknowledge and agree that the time periods set forth in this Section 6.4 for the assertion of such claimclaims under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties.

Termination of Indemnification Obligations. (a) Each Covenants and every representation --------------------------------------------- agreements of JLL, Purchaser and warranty of the Seller or the Purchaser contained in Articles III, IV and V will hereunder shall survive the Closing on the Closing Date solely without limitation. Except as is provided for purposes of Sections 10.1(abelow and except with respect to fraud, the indemnification obligations pursuant to Section ------- 9.1(a) and 10.2(a), as applicable, until Section 9.2(a) hereof shall terminate on the date which is thirty ------ --------------- (and will expire and be of no further force or effect after30) days after the eighteen third (183rd) month anniversary of the Closing Date; provided, -------- however, that the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) such indemnification obligations 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 the Indemnified Party shall have, before the expiration of the applicable such period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such facts or claim) to the applicable Indemnifying Party in accordance with Section 9.4 hereof and, provided further, ----------- -------- ------- that: (i) the indemnification obligations set forth in Sections 9.1(a) and such obligation will --------------- 9.2 (a) hereof shall continue indefinitely and shall not terminate for breach of - representations and warranties set forth in Sections 4.1, 4.2, 4.5, 5.1, 5.2, --------------------------------- 5.3, 6.1, and 6.2 hereof; (ii) the indemnification obligations for breach of the ----------------- representations and warranties set forth in Sections 5.14, 5.16 or 5.17 hereof --------------------------- shall continue until the resolution expiration of such claimany period after which the applicable statute of limitations would bar claims by third parties for which indemnification would otherwise be available for breach of the referenced representations or under the above referenced indemnification provisions; (iii) the indemnification obligations in Sections 9.1(c) and 9.2(c) shall continue to --------------- ------ the extent set forth in Article X; and (iv) the indemnification obligations set --------- forth in Section 9.1(e) hereof shall continue for so long as Purchaser or the --------------- Company, or their Affiliates, remains liable under the Project Finance Documents.

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(aSections 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), 10.1(e) 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) 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) 18 months after from 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, 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.