Common use of Termination of Indemnification Obligations Clause in Contracts

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. (a) The obligation Each and every representation and warranty of the Seller to indemnify under Section 11.2 shall or the Purchaser contained in Articles III, IV and V will survive the Closing Date solely for purposes of Sections 10.1(a) and terminate on 10.2(a), as applicable, until (and will expire and be of no further force or effect after) the second eighteen (18) month anniversary of the Closing Date; provided, except (ihowever, that the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) 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 until (and will expire and be of no further force or effect after) the expiration sixth anniversary of the Closing Date. Each other representation and warranty made by any such period until such claim is finally resolved and any obligations with respect thereto are fully satisfied; and (ii) with respect party contained in or made pursuant to this Agreement or contained in or made pursuant to any Claims Notice arising solely from the matters contained in Section 3.8, in which case the right closing certificate or other instrument or agreement delivered by any party pursuant to indemnification with respect thereto shall this Agreement will not survive (and will expire at) the Closing Date and terminate on the third anniversary following the filing shall thereafter be of no further force or effect and no party will have any income tax return referred obligation to provide indemnification or other liability in Section 3.8 or upon such other expiration of the limitation period relevant to such income tax returnrespect thereof. (b) The obligation obligations of each of Purchaser party to indemnify, defend and Lori hold harmless the applicable Persons (i) pursuant to indemnify under Section 11.3(aSections 10.1(a) and 10.2(a) will terminate when the obligation ox xxch of the Guarantors applicable representation or warranty expires pursuant to indemnify under Section 11.5 shall each survive the Closing Date 10.5(a) and terminate on the second anniversary of the Closing Date, except in each case as (ii) pursuant 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 Sections 10.1(b) and any obligations with respect thereto are fully satisfied. (c10.2(b) 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 will terminate eighteen (18) months after the date of this Agreement and (iii) pursuant to Sections 10.1(c), 10.1(d) and 10.2(c) will terminate on the date that the applicable statute of limitations relating to any Pre-Closing DateTaxes, except in each case Post-Closing Taxes, or Seller Taxes, as applicable, expire; provided, however, that as to matters clauses (i), (ii) and (iii) above, such obligations to indemnify, defend and hold harmless will not terminate with respect to any individual item as to which any an Indemnified Party has given a Claims Notice under Section 11.7.1 on or prior to such dateshall have, in which case the right to indemnification with respect thereto shall survive before the expiration of any the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such period claim) to the applicable Indemnifying Party and such obligation will continue until the resolution of such claim is finally resolved and any obligations with respect thereto are fully satisfiedclaim.

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 oxxxxation of each 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 surxxxx the Clxxxxg Closing 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. (a) The obligation Except with respect to fraud, willful misrepresentation, willful breach, willful misconduct or willful concealment by or on behalf of the Seller, the obligations of Seller to indemnify under any Buyer indemnified party pursuant to Section 11.2 7.01(b)(i) shall survive terminate at the Closing Date and terminate close of business on the second third-year anniversary of the Closing Date, except (i) in each case as that such obligations shall not terminate with respect to matters any items as to which any Indemnified Party has given a Claims Notice under Section 11.7.1 on or prior to such dateBuyer indemnified party has, in which case the right to indemnification with respect thereto shall survive before the expiration of such period, taking into account any extensions thereof, previously made a Claim against Seller by delivering a notice to Seller or the Representative in accordance with this Agreement, which shall survive until all such period until such claim is Claims are finally resolved and any obligations resolved. Except with respect thereto are fully satisfied; and to fraud, willful misrepresentation, willful breach, willful misconduct or willful concealment by or on behalf of the Seller, the obligations of Seller to indemnify any Buyer indemnified party pursuant to any other provision of this Agreement, including Sections 7.01(b)(ii) through (ii) v), or any Ancillary Document shall terminate upon the later of ten years from the Closing or the expiration of the relevant statute of limitations, taking into account extensions thereof, except that such obligations shall not terminate with respect to any Claims Notice arising solely from item as to which any Buyer indemnified party has, before 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 period, taking into account any extensions thereof, previously made a Claim against Seller by delivering a notice to Seller or the Representative in accordance with this Agreement, which shall survive until all such income tax returnClaims are finally resolved. (b) The obligation of Buyer to indemnify Seller pursuant to the Agreement (and the survivability of each of Purchaser Buyer’s representations, warranties, covenants and Lori agreements) shall terminate at the close of business upon the earliest to indemnify under Section 11.3(aoccur of (a) and the obligation ox xxch of date this is the Guarantors to indemnify under Section 11.5 shall each survive the Closing Date and terminate on the second two-year anniversary of the Closing Date, (b) the date immediately prior to the consummation of a Liquidation Event of Buyer (as defined in Buyer’s Certificate of Incorporation), (c) the effective date of the initial public offering of Buyer’s securities, and (d) the date of any voluntary or involuntary dissolution, winding down, assignment for the benefit of creditors, bankruptcy or liquidation of or involving Seller, except in each case as that such obligations shall not terminate with respect to matters any items as to which any Indemnified Party has given a Claims Notice under Section 11.7.1 on or prior to such dateSeller has, in which case the right to indemnification with respect thereto shall survive before the expiration of any such period until such claim is finally resolved and any obligations period, previously made a Claim against Buyer by delivering a notice to Buyer in accordance with respect thereto are fully satisfied. (c) The obligation of each of Purchaser and Lori to indemnify under Section 11.3(b) this Agreement, which shall survive the Clxxxxg Date and the expiration of any until all such period until any such claim is Claims are finally resolved and any obligations with respect thereto are fully satisfiedresolved. (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.