Termination of Indemnification Obligations. All obligations for indemnification on the part of parties hereto shall expire three (3) years from the date of termination of this Agreement, except with respect to claims already notified to the other party prior to the end of such three (3) year period.
Termination of Indemnification Obligations. Except as set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survive, including surviving the sale or other transfer by any party of any assets or businesses or the assignment by any party of any Liabilities. The obligations of each Party to indemnify, defend and hold harmless Indemnified Parties (i) pursuant to Sections 8.1(i) and 8.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 11.4 and (ii) pursuant to Sections 8.1(ii) and 8.2(ii) shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof, other than extensions caused by the applicable Indemnified Party); provided, however, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual claim as to which the Indemnified Party shall have, before the expiration of the applicable period, previously delivered a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.
Termination of Indemnification Obligations. (a) The obligation of Seller to indemnify under Section 11.2 shall survive the Closing Date and terminate on the second anniversary of the Closing Date, except (i) in each case as to matters as to which any Indemnified Party has given a Claims Notice under Section 11.7.1 on or prior to such date, in which case the right to indemnification with respect thereto shall survive the expiration of any such period until such claim is finally resolved and any obligations with respect thereto are fully satisfied; and (ii) with respect to any Claims Notice arising solely from the matters contained in Section 3.8, in which case the right to indemnification with respect thereto shall survive the Closing Date and terminate on the third anniversary following the filing of any income tax return referred to in Section 3.8 or upon such other expiration of the limitation period relevant to such income tax return.
(b) The obligation of each of Purchaser and Lori to indemnify under Section 11.3(a) and the obligation ox xxch of the Guarantors to indemnify under Section 11.5 shall each survive the Closing Date and terminate on the second anniversary of the Closing Date, except in each case as to matters as to which any Indemnified Party has given a Claims Notice under Section 11.7.1 on or prior to such date, in which case the right to indemnification with respect thereto shall survive the expiration of any such period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.
(c) The obligation of each of Purchaser and Lori to indemnify under Section 11.3(b) shall survive the Clxxxxg Date and the expiration of any such period until any such claim is finally resolved and any obligations with respect thereto are fully satisfied.
(d) The obligation of each of the Managers and Franco to indemnify under Section 11.4 shall survive the Closing Date and terminate eighteen (18) months after the Closing Date, except in each case as to matters as to which any Indemnified Party has given a Claims Notice under Section 11.7.1 on or prior to such date, in which case the right to indemnification with respect thereto shall survive the expiration of any such period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.
Termination of Indemnification Obligations. The indemnity obligations of the Indemnifying Parties under Section 6.2 and of the Buyer under Section 6.6 shall terminate after thirty months as from the Purchase Closing Date except (a) as to matters as to which the applicable party entitled to indemnification (an “Indemnitee”) has made a claim for indemnification on or prior to such date specifically addressing an actual claim or demand, (b) as to matters as to which the applicable Indemnitee has suffered Losses arising out of the Indemnifying Party’s Fraud, and (c) in the case of the indemnity obligations of the Indemnifying Parties, as applicable with respect to any claim pertaining to a misrepresentation, inaccuracy or breach of warranty under any of the (i) Fundamental Representations and Warranties or (ii) Representations and Warranties contained in Sections 3.1, 3.2, 3.4, 3.5, 3.7, 3.8 and 3.9 or (iii) Representations and Warranties of the Buyer contained in Section 5. The obligations referred to in:
(i) the preceding clause (a) shall survive the expiration of such period until such claims are finally resolved and any obligations with respect thereto are fully satisfied; and
(ii) the preceding clauses (b) and (c) shall terminate upon the expiration of the relevant federal, state, local or foreign statute of limitations, except as to matters as to which any Indemnified Party has made a claim for indemnification on or prior to such date, in which case the right to indemnification with respect thereto shall survive the expiration of any such period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.
Termination of Indemnification Obligations. The obligations of each party to indemnify, defend and hold harmless Indemnitees (a) pursuant to Sections 14.1(a) and 14.2(a), shall terminate when the applicable representation or warranty expires pursuant to Article XIII, (b) pursuant to Sections 14.1(b), 14.1(e) and 14.2(b), shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof), and (c) pursuant to Sections 14.1(c) and (d) and Section 14.2(c), shall continue without time limitation and shall not terminate at any time; provided, however, that as to each of clauses (a) and (b) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual item as to which the Indemnitee shall have, before the expiration of the applicable period, made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.
Termination of Indemnification Obligations. The obligations of each Party to indemnify, defend and hold harmless the other Party and other Indemnitees (a) pursuant to Sections 7.1(b) and 7.2(b) shall terminate when the applicable Survival Period expires pursuant to Section 4.4, and (b) pursuant to Sections 7.1(a), (c), (d) and (e), and Sections 7.2(a), (c) and (d) shall survive until the earlier of the expiration of the applicable statute of limitations, if any, and the sixth (6th) anniversary of the Closing Date; provided, however, that such obligations to indemnify, defend, and hold harmless shall not terminate with respect to any individual item as to which the Indemnitee shall have before the expiration of the Survival Period, made a claim by delivering a written notice (stating in reasonable detail the basis of such claim and a reasonable estimate of the amount thereof) to the Indemnitor.
Termination of Indemnification Obligations. The obligations to indemnify and hold harmless any Person pursuant to Sections 10.2 and 10.3 hereof shall terminate on the Expiration Date; 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 bona fide claim by delivering a notice of such claim pursuant to Sections 10.2.2 or 10.4 hereof to the indemnifying party.
Termination of Indemnification Obligations. The obligations of each party to indemnify, defend and hold harmless Indemnitees (i) pursuant to Sections 13.1(a) and 13.2(a), shall terminate when the applicable representation or warranty expires pursuant to Article XII, (ii) pursuant to Sections 13.1(b) and 13.2(b), shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof) and (iii) pursuant to Sections 13.1(c), 13.1(d), 13.1(e), 13.1(f), 13.2(c), 13.2(d), 13.2(e) and 13.2(f), shall continue without time limitation and shall not terminate at any time; provided, however, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual item as to which the Indemnitee shall have, before the expiration of the applicable period, made a bona fide claim by delivering written notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.
Termination of Indemnification Obligations. The obligations to indemnify and hold harmless a party hereto with respect to any Damages arising from any Claims: (a) contained in Section 11.03(g) and Section 11.04(c) shall terminate when the applicable representation or warranty terminates pursuant to Section 11.01; (b) contained in the provisions of Section 11.03(e) and Section 11.03(f) shall terminate ninety (90) days following the expiration of the applicable statute of limitations which applies with respect to the underlying basis for such Claims; and (c) contained in the provisions of Sections 11.03(a) through and including Section 11.03(d) or Section 11.04(a) and Section 11.04(b) shall not terminate; provided that, as to clause (a) and clause (b) above, such obligations to indemnify and hold harmless shall not terminate with respect to any representation, warranty or liability with respect to which the Indemnified Party shall have, prior to the termination of such indemnity obligation therefor, made a specific Claim relating to a breach of such representation, warranty or such liability by delivering written notice (stating in reasonable detail the basis of such Claim) to the Indemnifying Party.
Termination of Indemnification Obligations. The obligations of the parties under this Article 3 shall terminate two years after the Distribution Date; provided, however, such obligations shall not terminate with respect to any claim for indemnification or contribution or with respect to which notice is delivered to the Indemnifying Party in accordance with Section 3.4 prior to the date of termination.
