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.
Termination of Indemnification. The obligations to indemnify and hold harmless any party (i) pursuant to Section 7.01(a)(i) or 7.01(b)(i), as the case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, shall not terminate; 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 7.06 to the party to be providing the indemnification.
Termination of Indemnification. The obligations to indemnify and hold harmless pursuant to Section 8.1 or Section 8.2, as applicable, shall terminate as specified in Section 9.2; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled to indemnity shall have, before the expiration of the applicable period, delivered a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.2.
Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to Sections 8.1, 8.2 (other than 8.2(c)), 8.3 and 8.4 shall terminate upon the termination of the relevant representation, warranty or pre-closing agreement pursuant to Section 3.6; provided, however, that 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 written notice (stating in reasonable detail the basis of such claim) to the indemnifying party.
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.
Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Sections 7.01, 7.02, 4.07(e) and 4.10 and the Indemnified Individuals pursuant to Section 4.14 shall not terminate.
Termination of Indemnification. 43 Section 10.4 Procedures Relating to Indemnification...................... 43 Section 10.5
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.
Termination of Indemnification. Except with respect to fraud, willful or intentional misrepresentation, willful misconduct or willful concealment by or on behalf of Seller or Purchaser:
(a) The obligations to indemnify and hold harmless any Indemnitee pursuant to Section 8.02(a)(i)(B) or Section 8.03(a)(i)(B) shall terminate on the date that is twelve (12) months after the Closing Date; provided, however, that the obligations to indemnify and hold harmless any Indemnitee shall not terminate with respect to any and all Third-Party Claims and Direct Claims (together, “Claims”) that such Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved.
(b) The obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(A), 8.02(a)(i)(C), 8.02(a)(ii), 8.03(a)(i)(A), 8.03(a)(i)(C) and 8.03(a)(ii) shall not terminate.
(c) The obligations to indemnify and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(iv) shall terminate 60 days after the expiration of the applicable Tax-related statute of limitations (as it may be extended) applicable to the subject matter of the Tax indemnity in question; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate with respect to any and all Claims that such Purchaser Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved.
Termination of Indemnification. The obligations to indemnify and hold harmless a Party hereto,
(a) pursuant to Section 10.1, shall terminate at the close of business on the fifth anniversary of the Closing Date, except (i) with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate;
(b) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9;
(c) pursuant to the other clauses contained in Sections 10.2 and 10.3 shall not terminate; and
(d) notwithstanding the foregoing, with respect to clauses (a) and (b) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or a party related thereto shall have previously made a Claim by delivering a notice of such Claim, before the expiration of the applicable period (stating in reasonable detail the basis of such Claim) to the Indemnifying Party.
