Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto an Indemnitee pursuant to (i) Sections 9.01(iSection 10.01(a) and 9.020Section 10.02(a), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (bSection 10.07(b) below below, and (ii) the other clauses of Sections 9.01 Section 10.01 and 9.02 Section 10.02, shall not terminate; provided, however, that as to foregoing clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified Indemnitee or the related party Party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying partyParty.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to the SB Indemnitees (i) pursuant to Sections 9.01(i13.01(a)(i) and 9.020), (ii) shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below Section 14.01, and (ii) pursuant to Section 13.01(a)(iii) shall terminate when the other clauses of Sections 9.01 and 9.02 shall not terminateapplicable covenant terminates pursuant to Section 14.01; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto any SB Indemnitee shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 13.04 to the indemnifying partyrelevant Indemnifying Party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant hereto, (a) with respect to (i) Sections 9.01(i) and 9.020)any breach of, or inaccuracy in, any representation or warranty contained in this Agreement shall terminate when the applicable representation or warranty terminates pursuant to paragraph and (b) below and (ii) the other clauses with respect to any breach of Sections 9.01 and 9.02 covenant or agreement set forth in this Agreement shall not terminate; provided, however, that as to clause (ia) of this sentence above such obligations obligation to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to to: (i) Sections 9.01(i9.0l(i) and 9.020), 9.02(i) shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below below; and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a any party hereto pursuant to (i) pursuant to clause (i) of each of Sections 9.01(i) 10.01 and 9.020)10.02, shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below Section 11.01 and (ii) pursuant to the other clauses of Sections 9.01 10.01 and 9.02 10.02, shall not terminateterminate at the expiration of the applicable statute of limitations; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person Person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a specific claim by delivering to the party claimed to be providing the indemnification a notice of such claim (pursuant to Section 10.04 stating in reasonable detail the basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The obligations oobligations to indemnify and hold harmless a party hereto an Indemnified Party pursuant to (i) Sections 9.01(iSection 10.01(a) and 9.020Section 10.02(a), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (bSection 10.07(b) below below, and (ii) the other clauses of Sections 9.01 Section 10.01 and 9.02 Section 10.02, shall not terminate; provided, however, that as to foregoing clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying partyIndemnifying Party, which such obligations shall survive until fully resolved.

Termination of Indemnification. (a) The obligations of any Indemnifying Party to indemnify and hold harmless a party hereto any Indemnified Party shall terminate: (a) pursuant to (iSection 9.b(i) Sections 9.01(i) and 9.020or Section 9.c(i), shall terminate when on the applicable representation or warranty terminates pursuant to paragraph first anniversary of the Closing Date and (b) below and (ii) pursuant to the other clauses of Sections 9.01 Section 9.b and 9.02 shall not terminateSection 9.c, if at all, at the times specified therein or in Section 9.a with respect thereto; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto an Indemnified Party shall have, before the expiration of the applicable periodperiod noted above, previously made a claim by delivering a written notice to the Indemnifying Party of such claim (stating in reasonable detail accordance with the basis terms of such claim) Section 9.f to the indemnifying partyIndemnifying Party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to hereto, (i) pursuant to Sections 9.01(i6.1(a)(i) and 9.0206.2(a)(i), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below Section 8.3, and (ii) pursuant to the other clauses of Sections 9.01 6.1 and 9.02 6.2, shall not terminate; provided, ; however, that as to clause clauses (i) of this sentence and (ii) above such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified (or the related party thereto thereto) shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying partyparty providing the indemnification.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto any Person (a) pursuant to clause (ia) Sections 9.01(i) of each of Section 11.2 and 9.020), Section 11.3 shall terminate when the applicable representation or warranty terminates pursuant to paragraph Section 12.1 and (b) below and (ii) pursuant to the other clauses of Sections 9.01 Section 11.2 and 9.02 Section 11.3 shall not terminateterminate at the expiration of the applicable statute of limitations; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person Person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a specific claim by delivering to the party claimed to be providing the indemnification a notice of such claim (pursuant to Section 11.5 stating in reasonable detail the basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The 28 obligations to indemnify and hold harmless a party hereto pursuant to any party, (i) Sections 9.01(ipursuant to clauses (i) and 9.020)(ii) of Section 6.01 or 6.02, shall terminate when the applicable representation or warranty or covenant terminates pursuant to paragraph (b) below Section 6.05 and (ii) pursuant to the other clauses of Sections 9.01 6.01 and 9.02 6.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or (the related party thereto "Indemnified Party") shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claimvalid Claim Notice pursuant to Section 6.04(a) to the indemnifying partyparty to be providing the indemnification (the "Indemnifying Party").

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i6.01(a) and 9.020), 6.02(a) shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 6.01 and 9.02 6.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party, in which case any such claim and such obligations to indemnify and hold harmless shall survive the expiration of the applicable period until final resolution of such claim.

Termination of Indemnification. (a) The obligations obligation to indemnify and hold harmless a party hereto (a) pursuant to clause (ia) Sections 9.01(i) of Section 8.01 and 9.020), 8.02 shall terminate when on the applicable representation or warranty terminates pursuant to paragraph first anniversary of the Closing Date, and (b) below pursuant to clause (b) of each of Section 8.01 and (ii) the other clauses of Sections 9.01 and 9.02 8.02, shall not terminate; provided, however, that as to clause clauses (ia) of this sentence and (b) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto hereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail setting forth the detailed basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i6.01(a) and 9.020), 6.02(a) shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 6.01 and 9.02 6.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail accordance with, and satisfying the basis of such claim) requirements of, Section 6.05 or Section 6.06, as applicable, to the indemnifying party, in which case any such claim and such obligations to indemnify and hold harmless shall survive the expiration of the applicable period until final resolution of such claim.

Termination of Indemnification. (a) The obligations to ------------------------------ indemnify and hold harmless a party hereto pursuant hereto, (a) with respect to (i) Sections 9.01(i) and 9.020)any breach of, or inaccuracy in, any representation or warranty contained in this Agreement shall terminate when the applicable representation or warranty terminates pursuant to paragraph and (b) below and (ii) the other clauses with respect to any breach of Sections 9.01 and 9.02 covenant or agreement set forth in this Agreement shall not terminate; provided, however, that as to clause (ia) of this sentence above -------- ------- such obligations obligation to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.0209.02), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) pursuant to Sections 9.01(i) 10.1 and 9.020), 10.2 hereof shall terminate when one year after the applicable representation or warranty terminates pursuant to paragraph (b) below Closing Date and (ii) pursuant to Section 10.3 hereof shall terminate at the other clauses time the applicable statutes of Sections 9.01 and 9.02 shall not terminatelimitations with respect to the Tax liabilities in question expire (giving effect to any extension thereof); provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto hereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto pursuant to any Party (i) Sections 9.01(i) and 9.020pursuant to Section 9.02(a), 9.03(a) or 9.04(a) shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below Section 9.11 and (ii) pursuant to Section 9.02(b), 9.03(b) or 9.04(b) shall terminate when the other clauses of Sections 9.01 and 9.02 shall not terminateapplicable covenant terminates pursuant to 9.11; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person Person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 9.08 or 9.09 to the indemnifying partyParty to be providing the indemnification.

Termination of Indemnification. (a) 16.6.1 The obligations to indemnify and hold harmless a party hereto an Indemnitee pursuant to (i) Sections 9.01(iSection 16.1(i) and 9.020), 16.2(i) shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below Section 16.6.2 below, and (ii) the other clauses of Sections 9.01 Section 16.1 and 9.02 Section 16.2 shall not terminate; provided, however, that as to foregoing clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item matter as to which the person to be indemnified Indemnitee or the related party Party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying partyParty.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto any party, (a) pursuant to (iSection 8.01(a)(i), Section 8.01(a)(ii) Sections 9.01(i) and 9.020or Section 8.02(a), shall terminate when the applicable representation representation, warranty, covenant or warranty agreement terminates pursuant to paragraph Section 8.06 and (b) below and (ii) pursuant to the other clauses of Sections 9.01 Section 8.01 and 9.02 Section 8.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the indemnifying partyparty to be providing the indemnification.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a party hereto hereto, (A) pursuant to (i) Sections 9.01(i10.1(a) and 9.02010.2(a), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below Section 10.8 and (iiB) the other clauses of Sections 9.01 and 9.02 pursuant to Section 10.3, shall not terminateterminate as set forth therein; providedPROVIDED, howeverHOWEVER, that as to clause clauses (iA) of this sentence and (B) above, such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying partyIndemnifying Person.