Common use of Termination of Indemnification Clause in Contracts

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.

Appears in 2 contracts

Sources: Share Purchase Agreement (Aircraft Service International Inc), Share Purchase Agreement (Miami Cruiseline Services Holdings I B V)

Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party hereto a party hereto, pursuant to Sections 8.1(a) and 8.2, shall terminate when the applicable survival period terminates pursuant to Section 7.3; provided, however, that such obligations to indemnify and hold harmless 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 madeperiod, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Aqua America Inc), Stock Purchase Agreement (Connecticut Water Service Inc / Ct)

Termination of Indemnification. The obligations of any Indemnifying Party hereto to indemnify and hold harmless an any Indemnified Party hereto with respect to any item pursuant to Section 11.2(a) or Section 11.3(a) shall terminate, if at all, at the times specified in Section 11.1; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the an Indemnified Party hereto shall have, before the expiration of the applicable period in which a claim for indemnification under this Agreement can be madeperiod, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the Indemnifying PartyParty of such claim in accordance with the terms of Section 11.6.

Appears in 1 contract

Sources: Master Purchase and Sale Agreement (Adma Biologics, Inc.)

Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party a party hereto in respect of a breach of representation, warranty, covenant or agreement shall terminate when the applicable representation, warranty, covenant or agreement terminates pursuant to Section 7.01; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party hereto an Indemnitee shall have, before prior to the expiration of the applicable period in which a claim for indemnification under this Agreement can be madesurvival period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) an Indemnification Notice to the Indemnifying PartyIndemnitor.

Appears in 1 contract

Sources: Stock Purchase Agreement (MRV Communications Inc)

Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party a party hereto shall terminate when the applicable representation or warranty terminates pursuant to Section 16; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party hereto person to be indemnified or the related party thereto shall have, before the expiration of the applicable period in which a claim for indemnification under this Agreement can be madeperiod, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying Partyindemnifying party.

Appears in 1 contract

Sources: Stock Purchase Agreement (Metamor Worldwide Inc)

Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party hereto shall pursuant to Sections 8.1 and 8.2 will terminate with respect to any theretofore unasserted claim when the applicable representation or warranty terminates pursuant to Section 5.3; provided, however, that such obligations to indemnify and hold harmless will not terminate with respect to any item as to which the Indemnified Party hereto shall Person to be indemnified will have, before the expiration of the applicable period in which a claim for indemnification under this Agreement can be madeperiod, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) pursuant to Section 8.3 or Section 8.4 hereof to the Indemnifying Party.

Appears in 1 contract

Sources: Subscription Agreement (First Reserve Corp /Ct/ /Adv)

Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party a party hereto pursuant to this Article 8 and in accordance with this Agreement shall terminate [***] after the Closing Date; provided, however that such obligations to indemnify and hold harmless will not terminate with respect to any item as to which the Indemnified Party hereto person to be indemnified or the related party shall have, before the expiration of the applicable period in which a claim for indemnification under this Agreement can be madeperiod, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Partyindemnifying party.

Appears in 1 contract

Sources: Asset Purchase Agreement (Rollins Inc)

Termination of Indemnification. The obligations obligation of an Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party hereto pursuant to Section 9.2 or Section 9.3 (as applicable) shall not terminate with respect when the applicable representation or warranty or covenant terminates pursuant to any item as to which the Section 9.1; provided, however, that if an Indemnified Party hereto shall have, before the expiration of the applicable period in which a claim for indemnification under this Agreement can be madesurvival period, previously made a claim by delivering a notice (stating in reasonable detail good faith compliance with Section 9.4, the basis of applicable Indemnifying Party’s obligation to indemnify and hold harmless such Indemnified Party shall not terminate with respect to such claim) to the Indemnifying Party.

Appears in 1 contract

Sources: Asset Purchase Agreement (Verisign Inc/Ca)

Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party a party hereto in respect of a breach of representation, warranty, covenant agreement shall terminate when the applicable representation or warranty or covenant terminates pursuant to Section 9.01; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party hereto party to be indemnified shall have, before prior to the expiration of the applicable period in which a claim for indemnification under this Agreement can be madesurvival period, previously made a claim by delivering a any required written notice (stating in reasonable detail the basis of such claim) hereunder to the Indemnifying Partyindemnifying party.

Appears in 1 contract

Sources: Stock Purchase Agreement (Autostack CO , LLC)

Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party a party hereto shall not terminate with respect to any item as to which the Indemnified Party Person to be indemnified or the related party hereto shall have, before the expiration of the applicable period in which a claim for indemnification under this Agreement Article 9 can be mademade (which other than representations and warranties shall not exceed the applicable statute of limitations for bringing such underlying claim), previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Appears in 1 contract

Sources: Merger Agreement (Integrated Alarm Services Group Inc)

Termination of Indemnification. The obligations of Indemnifying Party hereto to indemnify and hold harmless an Indemnified Party hereto (as hereinafter defined) shall terminate when the applicable representation or warranty terminates, provided, however, that such obligations to indemnify and -------- ------- hold harmless 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 madeperiod, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Appears in 1 contract

Sources: Asset Purchase Agreement (Smart & Final Inc/De)