Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (a) pursuant to Section 8.1(a) and Section 8.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 9.4; 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 claim by delivering a notice pursuant to Sections 8.7 or 8.8 (stating in reasonable detail the basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminate.

Termination of Indemnification. The obligations to indemnify and hold harmless any partya party hereto, (a) pursuant to Section 8.1(a) Sections 9.2 and Section 8.2(a), 9.3 shall terminate when to the extent the applicable representation or warranty or covenant terminates pursuant to Section 9.49.1; providedPROVIDED, howeverHOWEVER, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified or the related party hereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 (stating in reasonable detail the basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminateindemnifying party.

Termination of Indemnification. The obligations of Purchaser and/or Seller to indemnify and hold harmless any other person (the “indemnified party, (a”) pursuant to this Section 8.1(a) and Section 8.2(a)6, shall terminate when the applicable representation or warranty terminates pursuant to Section 9.4; 10.15, provided, however, that such obligations obligation to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified or a related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 of such claim (stating in reasonable detail the basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminate.indemnifying party. 6.4

Termination of Indemnification. The obligations to indemnify and ------------------------------- hold harmless any party, (a) pursuant to a party hereto set forth in this Section 8.1(a) and Section 8.2(a), 10 shall terminate when the applicable representation or warranty terminates pursuant to Section 9.415; provided, however, that such obligations to indemnify and hold harmless shall -------- ------- not terminate with respect to any item as to which the Person person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 of such claim (stating in reasonable detail the basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminateindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (a) party pursuant to Section 8.1(a) and 10.01 or Section 8.2(a), 10.02 shall terminate when the applicable representation representation, warranty, covenant or warranty agreement terminates pursuant to Section 9.411.01; provided, however, that such obligations to indemnify and hold harmless shall not terminate with 60 <page> respect to any item as to which the Person person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 10.05 to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminate.

Termination of Indemnification. The obligations to indemnify and hold harmless any partya party hereto pursuant to Sections 8.1, (a) 8.2 and 8.3 hereto shall terminate upon the termination of the relevant representation or warranty pursuant to Section 8.1(a) and Section 8.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 9.44.3; provided, however, that such obligations obligation 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 claim by delivering a written notice pursuant to Sections 8.7 or 8.8 (stating in reasonable detail the basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminateindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (a) a party hereto pursuant to Section 8.1(a(i) Sections 7.2 and Section 8.2(a), 7.3(i) shall terminate when upon the applicable representation or warranty terminates pursuant to termination of the Standstill Period and (ii) the other clauses of Section 9.47.3 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 of such claim (stating in reasonable detail the basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminateindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (a) party pursuant to Section 8.1(a) and 10.01 or Section 8.2(a), 10.02 shall terminate when the applicable representation representation, warranty, covenant or warranty agreement terminates pursuant to Section 9.411.01; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 10.05 to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminate.

Termination of Indemnification. The obligations of the Sellers and the Buyer to indemnify and hold harmless any party, (a) Indemnified Party pursuant to Section 8.1(a) Sections 12.1 and Section 8.2(a), 12.2 shall terminate when the applicable representation or warranty terminates pursuant to Section 9.412.6; 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 relevant Indemnified Party shall have, before the expiration of the applicable period, period (provided under Section 12.6) previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 of such claim (stating in reasonable detail the basis of such claim) (a "Claim Notice") to the party Party to be providing the indemnification, indemnification and (b) pursuant to such claim remains unresolved upon expiration of the other clauses of Sections 8.1 and 8.2, shall not terminateapplicable period under Section 12.6.

Termination of Indemnification. The obligations to indemnify and hold harmless any partya party hereto, (a) pursuant to clause (a) of Section 8.1(a) and Section 8.2(a), 8.1 shall terminate when the applicable representation or warranty terminates statute of limitations expires and (b) pursuant to clause (b) of Section 9.48.1 shall not terminate; provided, however, that as to clause (a) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified or the related party hereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 (stating in reasonable detail setting forth the detailed basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminateindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (a) a party hereto pursuant to Section 8.1(aSections 9.2(a)(i) and Section 8.2(a), 9.4(a)(i) shall terminate when the applicable representation or warranty terminates pursuant to Section 9.49.1; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified or the related party thereto shall have, before prior to the expiration of the applicable period, previously made a claim by delivering a written notice pursuant to Sections 8.7 or 8.8 (stating in reasonable detail the basis nature of any such claimclaim for indemnification and the provisions of this Agreement upon which such claim for indemnification is made) to the indemnifying party. The obligation to indemnify and hold harmless a party to be providing the indemnification, and (b) hereto pursuant to the other clauses of Sections 8.1 9.2 and 8.2, 9.4 and Section 9.5 shall not terminate.

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (a) a party hereto pursuant to clause (1) of Section 8.1(a11.1 above and clause (1) and of Section 8.2(a), shall 11.2 above will terminate when the applicable representation or warranty terminates pursuant to Section 9.416 below; providedprovided that, however, that such obligations to indemnify and hold harmless shall will not terminate with respect to any item as to which the Person person to be indemnified shall or the related party hereto will have, before the expiration of the applicable period, previously made a claim by delivering a notice pursuant to Sections 8.7 or 8.8 (stating in reasonable detail the basis of such claim) to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminateindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (a) pursuant to Section 8.1(a8.01(a) and Section 8.2(aor 8.01(e), shall terminate when the applicable representation or warranty or covenant terminates pursuant to Section 9.410.01; providedPROVIDED, howeverHOWEVER, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim pursuant to Sections 8.7 or 8.8 (stating in reasonable detail the basis of such claim) Section 8.04 to the party to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminate.