Duration of Indemnities Sample Clauses

Duration of Indemnities. The indemnities set forth in Article 7 shall survive the Closing and shall remain in effect for twenty-four (24) months from the date of the Closing; provided, however, that the indemnities shall continue to survive, and claims may be asserted under, (A) Section 7.1 with respect to any obligation to indemnify that relates to or arises under Section 3.4, 3.10, 3.11, 3.17(c), 3.27, 3.33, and 3.34, or (B) Section 7.2, at any time on or before the date upon which the liability to which any such claim may be related is barred by all applicable statutes of limitations. Any matter concerning a claim which has been asserted hereunder which is pending or unresolved at the end of such period shall continue to be governed by the terms and conditions of this Article 7 until finally terminated or otherwise resolved.
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Duration of Indemnities. The indemnities set forth in Article 7 shall survive the Closing and shall remain in effect for twenty-four (24) months from the date of the Closing; provided, however, that the indemnities shall continue to survive, and claims may be asserted under (a) Section 7.1.1(i) with respect to any obligation to indemnify that relates to or arises under Section 3.10, 3.11, 3.23, 3.27, 3,32 and 3.33, (b) Section 7.1.1(ii), Section 7.1.1(iii) and Section 7.1.1(iv) and (c) Section 7.1.2(ii), Section 7.1.2(iii) and Section 7.1.2(iv), at any time on or before the date ninety (90) days after the date upon which the liability to which any such claim may be related is barred by all applicable statutes of limitations. Any matter concerning a claim which has been asserted hereunder which is pending or unresolved at the end of such period shall continue to be governed by the terms and conditions of this Article 7 until finally terminated or otherwise resolved.
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Duration of Indemnities. The indemnities set forth in SECTION 10.1 and SECTION 10.2, and any other liability that any party may have for any breach of a representation, warranty or covenant in this Agreement, shall survive the Closing and shall remain in effect until the later of January 31, 1998 or the date RSS makes the payment required under SECTION 9 above, at which time they shall expire (provided that if RSS does not make the payment required under SECTION 9 by January 31, 1999, Premier's indemnity obligations and other liabilities hereunder shall nonetheless terminate on January 31, 1999). Notwithstanding the foregoing, the respective indemnitors shall continue to be bound by the indemnification provisions of SECTIONS 10.1 AND 10.2 after such date with respect to any claim which has been asserted hereunder prior to such date and which is pending or unresolved at the end of such periods.
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Duration of Indemnities. The indemnities set forth in this Article 10 shall become effective as to each Phase upon the Close of Escrow with respect to that Phase, and shall survive each Close of Escrow to the extent set forth herein and in the Ground Leases and/or the Special Restrictions.
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Duration of Indemnities. The indemnities set forth in this Section 9 shall 3 survive any termination of this Agreement, and shall continue to be binding and in full force and 4 effect in perpetuity with respect to the County and its successors. 5
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Related to Duration of Indemnities

  • Operation of Indemnities (a) Each indemnity in this document survives the expiry or termination of this document. (b) A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.

  • Limitation of Indemnity 3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Termination of Indemnification The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; 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 of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the party to be providing the indemnification.

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

  • Continuation of Indemnity All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Survival of Indemnities All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and 10.13 hereof, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

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