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.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Alanco Technologies Inc), Asset Purchase Agreement (Alanco Technologies Inc), Asset Purchase Agreement (ORBCOMM Inc.)
Termination of Indemnification Obligations. The obligations of each party to indemnify, defend and hold harmless Indemnitees (ai) pursuant to Sections 14.1(a12.1(a) and 14.2(a12.2(a), shall terminate when the applicable representation or warranty expires pursuant to Article XIIIXI, (bii) pursuant to Sections 14.1(b), 14.1(e12.1(b) and 14.2(b12.2(b), shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof), ) and (ciii) pursuant to Sections 14.1(c12.1(c), 12.1(d) and (d) and Section 14.2(c12.2(c), shall continue without time limitation and shall not terminate at any time; providedPROVIDED, howeverHOWEVER, that as to each of clauses (ai) and (bii) 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.
Appears in 1 contract
Samples: Bill of Sale and Assignment Agreement (Oak Technology Inc)