Common use of Termination of Indemnification Obligations Clause in Contracts

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. Except as set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survivesurvive the Closing, including surviving the sale or other transfer by any party to this Agreement 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(i9.1(i) and 8.2(i9.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 11.4 and 12.4, (ii) pursuant to Sections 8.1(ii9.1(ii) and 8.2(ii9.2(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) and (iii) pursuant to Sections 9.1(iii), 9.1(iv) and 9.2(iii) 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 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. 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); providedPROVIDED, howeverHOWEVER, 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. Except as set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survivesurvive the Closing, including surviving the sale or other transfer by any party to this Agreement 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(i9.1(i) and 8.2(i9.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 11.4 and 12.4, (ii) pursuant to Sections 8.1(ii9.1(ii) and 8.2(ii9.2(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)) and (iii) pursuant to Section 9.2(iii) 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 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. Except as The indemnification obligations pursuant to Section 9.1 and Section 9.2 hereof with respect to (i) representations and warranties set forth herein shall terminate at the end of the applicable survival period set forth in the following sentenceSection 11.3 hereof, 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 covenants set forth herein shall terminate on the date which is 18 months after the Closing Date (or such later time as may be expressly set forth in such covenant), (iii) the items described in Sections 8.1(ii9.1(e), 9.1(f) and 8.2(ii9.2(c) hereof 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)statute of limitations and (iv) the items described in Sections 9.1(i) and 9.2(d) hereof shall terminate on the third anniversary of the Closing Date; provided, however, that as to clauses (i) and (ii) above, such indemnification obligations to indemnify, defend and hold harmless shall not terminate with respect to (a) any individual claim item as to which the Indemnified Party shall have, before the expiration of the applicable such period, previously delivered made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying PartyParty in accordance with Section 9.4 hereof; and (b) the items described in Section 9.1(c), 9.1 (d), 9.1(g) or 9.1(h) hereof.

Termination of Indemnification Obligations. Except (a) Each and every representation and warranty of Buyer or Parent contained in Article IV (other than Buyer Fundamental Representations) and the Seller’s Other Representations contained in Article V shall survive the Closing solely for purposes of Section 11.1(b) or Section 11.2(b), as set forth in applicable, until (and will expire and be of no further force or effect) a date that is twelve (12) months after the following sentence, Closing Date. The Seller Fundamental Representations and Buyer Fundamental Representations shall survive the indemnification obligations Closing for purposes of each of Seller Section 11.1(a) 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. Section 11.2(a) indefinitely. (b) The obligations of each Party party to indemnify, defend and hold harmless Indemnified Parties the applicable Persons (i) pursuant to Sections 8.1(iSection 11.1(c) and 8.2(iSection 11.2(c) will terminate upon the expiration of all applicable statutes of limitations (giving effect to any extensions thereof), shall (ii) pursuant to Section 11.1(b) and Section 11.2(b) will terminate when the applicable representation or warranty expires pursuant to Section 11.4 11.5(a), and (iiiii) pursuant to Sections 8.1(ii11.1(a), (d)-(g) and 8.2(iiSections 11.2(a), (d)-(e) shall will not terminate upon the expiration of all applicable statutes of limitation (giving effect to at any extensions thereof, other than extensions caused by the applicable Indemnified Party)time; provided, however, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall will not terminate with respect to any individual claim item as to which the an Indemnified Party shall have, before the expiration of the applicable period, previously delivered made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party.