Common use of Termination of Indemnification Obligations Clause in Contracts

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 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 representations and warranties of the Sellers or the Purchasers will survive the Closing Date until (and will expire and be of no further force or effect after) fifteen months after the Closing Date; provided, however, that the representations and warranties contained in Sections 3.2 [Authorization], 3.4 [Share Ownership], 4.2 [Capitalization of the Company], and 5.2 [Authorization] (collectively, the “Fundamental Reps”) shall survive for the applicable statute of limitations. (b) For purposes of this Agreement, a party’s representations and warranties shall be deemed to include such party’s Disclosure Schedule and all other documents or certificates delivered by or on behalf of such party entitled in connection with this Agreement. No party’s rights hereunder (including rights under this Article VIII) shall be affected by any investigation conducted by or any knowledge acquired (or capable of being acquired) by such party at any time, whether before or after the execution or delivery of this Agreement. (c) The obligations of each party to indemnification indemnify, defend and hold harmless the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, (i) pursuant to Sections 8.1(a) and 8.2(a) will terminate when the applicable representation or warranty expires pursuant to Section 8.5(a) and (ii) pursuant to Sections 8.1(c) and 8.2(c) will terminate on the date that is 60 days after the expiration of the applicable statute of limitations relating to any Pre-Closing Taxes or Post-Closing Taxes and, as such and notwithstanding anything herein to the contrary, an “Indemnitee”) has made a Indemnified Party must give notice to the relevant Indemnifying Party of any claim for indemnification on or with respect thereto under this Article VIII in writing setting forth the specific claim and the basis therefor in reasonable detail prior to such date specifically addressing an actual claim or demanddate; provided, (b) however, that as to matters as to which the applicable Indemnitee has suffered Losses arising out of the Indemnifying Party’s Fraud, clauses (i) and (cii) in the case of the indemnity above, such obligations of the Indemnifying Partiesto indemnify, as applicable defend and hold harmless will not terminate with respect to any claim pertaining individual item as to a misrepresentationwhich an Indemnified Party shall have, 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 before the expiration of the relevant federalapplicable period, state, local or foreign statute of limitations, except as to matters as to which any Indemnified Party has previously made a claim for indemnification on or prior by delivering a notice (stating in reasonable detail the basis of such claim) 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 satisfiedapplicable Indemnifying Party.

Termination of Indemnification Obligations. The indemnity obligations of the Indemnifying Parties Sellers under Section 6.2 8.2 and of the Buyer Purchaser under Section 6.6 8.3 shall terminate on such date that is eighteen months after thirty months as from the Purchase Closing Date except (ai) as to matters as to which the applicable party entitled to indemnification (an “Indemnitee”) Indemnitee has made a claim for indemnification on or prior to such date specifically addressing an actual claim or demand, (bii) as to matters as to which the applicable Indemnitee has suffered Losses arising out of the Indemnifying Party’s Fraudfraudulent acts or omissions or intentional misrepresentations, and (ciii) in the case of the indemnity obligations of the Indemnifying PartiesSellers, as applicable with respect to any claim pertaining to a misrepresentation, inaccuracy or a breach of warranty under any of the (i) Fundamental Representations and Warranties or (ii) Representations and Warranties contained in Sections 3.1, 3.23.3, 3.43.6, 3.53.11, 3.73.15.3, 3.8 3.19 or 3.26, or a claim under any other Section of this Agreement relating to the payment and 3.9 or (iii) Representations and Warranties reporting of Taxes by the Buyer contained in Section 5Company. The obligations obligation to indemnify referred to in: (ia) the preceding clause (ai) shall survive the expiration of such period until such claims are finally resolved and any obligations with respect thereto are fully satisfied; and; (iib) the preceding clauses (bii) and (ciii) shall terminate upon 90 days after the expiration of the relevant federalFederal, state, state or 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. (c) Each of the limitations set forth above in Section 8.6.2 shall in no event: (i) apply to any Losses incurred by a Purchaser Indemnified Party which relate, directly or indirectly, to: (A) any fraudulent acts or omissions or intentional misrepresentations committed by the Company or any Seller (including without limitation, fraud in connection with the transactions contemplated hereby and any fraudulent acts by any officer, director, employee, agent or equity holder of the Company); or (B) any indemnification obligation under Sections 8.2.1(ii), 8.2.1(iii), 8.2.1(iv), 8.2.1(v) or 8.2.2; (ii) apply to any Losses incurred by a Seller Indemnified Party which relate, directly or indirectly, to: (A) any fraudulent acts or omissions or intentional misrepresentations committed by the Purchaser (including without limitation, fraud in connection with the transactions contemplated hereby and any fraudulent acts by any officer, director, employee, agent or equity holder of the Purchaser); or (B) any indemnification obligation under Section 8.3(ii).

Termination of Indemnification Obligations. The indemnity Covenants and --------------------------------------------- agreements of JLL, Purchaser and Seller hereunder shall survive the Closing on the Closing Date without limitation. Except as is provided for below and except with respect to fraud, the indemnification obligations pursuant to Section ------- 9.1(a) and Section 9.2(a) hereof shall terminate on the date which is thirty ------ --------------- (30) days after the third (3rd) anniversary of the Indemnifying Parties under Section 6.2 and of the Buyer under Section 6.6 Closing Date; provided, -------- however, that such indemnification obligations shall not terminate after thirty months as from the Purchase Closing Date except (a) as with respect to matters any item as to which the applicable party entitled to indemnification (an “Indemnitee”) has Indemnified Party shall have, before the expiration of such period, previously made a claim for indemnification on by delivering a notice of such claim (stating in reasonable detail the basis of such facts or prior claim) 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 FraudParty in accordance with Section 9.4 hereof and, and (c) in the case of the indemnity obligations of the Indemnifying Partiesprovided further, 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----------- -------- ------- that: (i) the preceding clause indemnification obligations set forth in Sections 9.1(a) and --------------- 9.2 (a) hereof shall survive the expiration continue indefinitely and shall not terminate for breach of such period until such claims are finally resolved - representations and any obligations with respect thereto are fully satisfiedwarranties set forth in Sections 4.1, 4.2, 4.5, 5.1, 5.2, --------------------------------- 5.3, 6.1, and 6.2 hereof; and (ii) the preceding clauses (b) and (c) shall terminate upon the expiration indemnification obligations for breach of the relevant federal----------------- representations and warranties set forth in Sections 5.14, state, local 5.16 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 5.17 hereof --------------------------- shall survive continue until the expiration of any such period until such claim is finally resolved after which the applicable statute of limitations would bar claims by third parties for which indemnification would otherwise be available for breach of the referenced representations or under the above referenced indemnification provisions; (iii) the indemnification obligations in Sections 9.1(c) and any 9.2(c) shall continue to --------------- ------ the extent set forth in Article X; and (iv) the indemnification obligations with respect thereto are fully satisfiedset --------- forth in Section 9.1(e) hereof shall continue for so long as Purchaser or the --------------- Company, or their Affiliates, remains liable under the Project Finance Documents.

Termination of Indemnification Obligations. The indemnity indemnification obligations of the Indemnifying Parties under Section 6.2 and of the Buyer under Section 6.6 this Agreement shall terminate after thirty twenty four (24) months as from the Purchase Closing Date except (a) as to matters as to which the applicable party entitled to indemnification (an “Indemnitee”) Indemnified Party has made a claim for indemnification on or prior to such date specifically addressing an actual claim or demanda Loss, as stipulated in this Agreement, (b) as to matters as to which the applicable Indemnitee Indemnified Party has suffered Losses arising out of the Indemnifying Party’s Fraudfraud or willful misconduct, and (c) in the case of the indemnity obligations of the Indemnifying PartiesParty, as applicable with respect to any claim pertaining to a misrepresentation, inaccuracy or breach of warranty under any of the (i) Fundamental Representations representations and Warranties or (ii) Representations and Warranties warranties contained in Sections 3.14.1, 3.24.2, 3.44.3, 3.54.4, 3.74.5, 3.8 4.6, 4.7, 4.23, 4.30, 4.31 (the “Sellers’ Fundamental Representations”), 5.1, 5.2, 5.3, 5.4, 5.8, 5.9 (the “Purchaser’s Fundamental Representations”), and 3.9 or (iii) Representations and Warranties a claim for breach of the Buyer a covenant contained in Section 5ARTICLE 7, and (d) the representations and warranties contained in Sections 4.9 and 4.21. The obligations referred to in: (i) 6.3.1. 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) 6.3.2. the preceding clauses (b) and (c) shall terminate upon the expiration of the relevant federal, state, local or foreign statute statutory period of limitationslimitation, 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.;