Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, (a) with respect to any breach of, or inaccuracy in, any representation or warranty contained in this Agreement shall terminate when the applicable representation or warranty terminates and (b) with respect to any breach of covenant or agreement set forth in this Agreement shall not terminate; provided, however, that as to clause (a) above such 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 notice (stating in reasonable detail the basis of such claim) to the indemnifying party.

Appears in 3 contracts

Sources: Stock Purchase Agreement (Samstock LLC), Stock Purchase Agreement (Samstock LLC), Stock Purchase Agreement (Samstock LLC)

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, the SB Indemnitees (ai) with respect pursuant to any breach of, or inaccuracy in, any representation or warranty contained in this Agreement Sections 13.01(a)(i) and (ii) shall terminate when the applicable representation or warranty terminates pursuant to Section 14.01, and (bii) with respect pursuant to any breach of Section 13.01(a)(iii) shall terminate when the applicable covenant or agreement set forth in this Agreement shall not terminateterminates pursuant to Section 14.01; provided, however, that as to clause (a) above such obligation obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified any SB Indemnitee shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 13.04 to the indemnifying partyrelevant Indemnifying Party.

Appears in 3 contracts

Sources: Contribution and Subscription Agreement (Interbrew S A), Contribution and Subscription Agreement (American Beverage Co Ambev), Contribution and Subscription Agreement (American Beverage Co Ambev)

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, the Interbrew Indemnitees (ai) with respect pursuant to any breach of, or inaccuracy in, any representation or warranty contained in this Agreement Section 13.05(a)(ii) shall terminate when the applicable representation or warranty terminates pursuant to Section 14.01, and (bii) with respect pursuant to any breach of Section 13.05(a)(iii) shall terminate when the applicable covenant or agreement set forth in this Agreement shall not terminateterminates pursuant to Section 14.01; provided, however, that as to clause (a) above such obligation obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified any Interbrew Indemnitee shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to the indemnifying partySection 13.08 to BRC.

Appears in 3 contracts

Sources: Contribution and Subscription Agreement (Interbrew S A), Contribution and Subscription Agreement (American Beverage Co Ambev), Contribution and Subscription Agreement (American Beverage Co Ambev)

Termination of Indemnification. The obligations to indemnify and hold harmless a any party hereto, pursuant to (ax) with Section 8.01(a)(iii) in respect to of breaches of any breach of, or inaccuracy in, any representation or warranty contained in this Agreement shall terminate when the applicable representation or warranty terminates and (b) with respect to any breach of covenant or agreement set forth in this Agreement that by their terms are to be performed prior to the Closing shall not terminateterminate upon the one-year anniversary of the Closing Date and (y) Section 8.03 shall terminate upon the expiration of the applicable statute of limitations; provided, however, that as to clause (a) above such obligation 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 to the indemnifying partyparty to obligated to provide the indemnification.

Appears in 1 contract

Sources: Equity Purchase Agreement (ZimVie Inc.)

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, hereto (ai) pursuant to Sections 10.1 and 10.2 hereof shall terminate one year after the Closing Date and (ii) pursuant to Section 10.3 hereof shall terminate at the time the applicable statutes of limitations with respect to any breach of, or inaccuracy in, any representation or warranty contained the Tax liabilities in this Agreement shall terminate when the applicable representation or warranty terminates and question expire (b) with respect giving effect to any breach of covenant or agreement set forth in this Agreement shall not terminateextension thereof); provided, however, that as to clause (a) above such obligation obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the 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 (stating in reasonable detail the basis of such claim) to the indemnifying party.

Appears in 1 contract

Sources: Merger Agreement (GST Telecommunications Inc)