Common use of Termination of Indemnification Obligations Clause in Contracts

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 delivering a notice to Buyer in accordance with this Agreement, which shall survive until all such Claims are finally resolved.

Termination of Indemnification Obligations. (a) Except with respect to fraud, willful misrepresentation, willful breach, willful misconduct or willful concealment by or on behalf The indemnity obligations of the SellerSellers under Section 8.2 and of the Purchaser under Section 8.3 shall terminate on such date that is eighteen months after the Closing Date except (i) as to matters as to which the applicable Indemnitee has made a claim for indemnification on or prior to such date specifically addressing an actual claim or demand, (ii) as to matters as to which the applicable Indemnitee has suffered Losses arising out of the Indemnifying Party’s fraudulent acts or omissions or intentional misrepresentations, and (iii) in the case of the indemnity 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 DateSellers, except that such obligations shall not terminate with respect to any items as claim pertaining to which a misrepresentation, inaccuracy or a breach of warranty under Sections 3.1, 3.3, 3.6, 3.11, 3.15.3, 3.19 or 3.26, or a claim under any Buyer indemnified party has, before other Section of this Agreement relating to the payment and reporting of Taxes by the Company. The obligation to indemnify referred to in: (a) the preceding clause (i) shall survive 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 period until all such Claims claims are finally resolved. Except resolved and any obligations with respect to fraud, willful misrepresentation, willful breach, willful misconduct or willful concealment by or on behalf of thereto are fully satisfied; (b) 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)(iipreceding clauses (ii) through and (v), or any Ancillary Document iii) shall terminate upon the later of ten years from the Closing or 90 days after the expiration of the relevant Federal, state or local statute of limitations, taking into account extensions thereof, except that such obligations shall not terminate with respect as to any item matters as to which any Buyer indemnified party hasIndemnified Party has made a claim for indemnification on or prior to such date, before in which case the right to indemnification with respect thereto shall survive 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 such period until such claim is finally resolved and any obligations with this Agreement, which shall survive until all such Claims respect thereto are finally resolvedfully satisfied. (bc) 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 Each of the Closing Datelimitations set forth above in Section 8.6.2 shall in no event: (i) apply to any Losses incurred by a Purchaser Indemnified Party which relate, directly or indirectly, to: (bA) any fraudulent acts or omissions or intentional misrepresentations committed by the date immediately prior to Company or any Seller (including without limitation, fraud in connection with the consummation transactions contemplated hereby and any fraudulent acts by any officer, director, employee, agent or equity holder of a Liquidation Event of Buyer the Company); or (as defined in Buyer’s Certificate of IncorporationB) any indemnification obligation under Sections 8.2.1(ii), 8.2.1(iii), 8.2.1(iv), 8.2.1(v) or 8.2.2; (cii) apply to any Losses incurred by a Seller Indemnified Party which relate, directly or indirectly, to: (A) any fraudulent acts or omissions or intentional misrepresentations committed by the effective date Purchaser (including without limitation, fraud in connection with the transactions contemplated hereby and any fraudulent acts by any officer, director, employee, agent or equity holder of the initial public offering of Buyer’s securities, and Purchaser); or (dB) 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 delivering a notice to Buyer in accordance with this Agreement, which shall survive until all such Claims are finally resolvedindemnification obligation under Section 8.3(ii).

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 The obligation of Seller to indemnify any Buyer indemnified party pursuant to under Section 7.01(b)(i) 11.2 shall survive the Closing Date and terminate at the close of business on the third-year second anniversary of the Closing Date, except that (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 shall not terminate with respect thereto are fully satisfied; and (ii) with respect to any items as Claims Notice arising solely from the matters contained in Section 3.8, in which case the right 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 indemnification with this Agreement, which respect thereto 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 Date and terminate on the third anniversary following the filing of any income tax return referred to in Section 3.8 or the upon such other expiration of the limitation period relevant statute of limitations, taking into account extensions thereof, except that to 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 resolvedincome tax return. (b) The obligation of Buyer each of Purchaser and Lori to indemnify Seller pursuant to the Agreement (under Section 11.3(a) and the survivability o▇▇▇▇ation of each of Buyer’s representations, warranties, covenants the Guarantors to indemnify under Section 11.5 shall each survive the Closing Date and agreements) shall terminate at on the close of business upon the earliest to occur of (a) the date this is the two-year second anniversary of the Closing Date, (b) the date immediately 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 consummation right to indemnification with respect thereto shall survive the expiration of a Liquidation Event of Buyer (as defined in Buyer’s Certificate of Incorporation), any such period until such claim is finally resolved and any obligations with respect thereto are fully satisfied. (c) The obligation of each of Purchaser and Lori to indemnify under Section 11.3(b) shall sur▇▇▇▇ the effective date Closing Date and the expiration of the initial public offering of Buyer’s securities, 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 date of any voluntary or involuntary dissolution, winding down, assignment for Managers and Franco to indemnify under Section 11.4 shall survive the benefit of creditors, bankruptcy or liquidation of or involving SellerClosing Date and terminate eighteen (18) months after the Closing Date, except that such obligations shall not terminate with respect in each case as to any items matters as to which Seller hasany Indemnified Party has given a Claims Notice under Section 11.7.1 on or prior to such date, before in which case the right to indemnification with respect thereto shall survive the expiration of any such period, previously made a Claim against Buyer by delivering a notice to Buyer in accordance period until such claim is finally resolved and any obligations with this Agreement, which shall survive until all such Claims respect thereto are finally resolvedfully satisfied.