Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. The obligations to indemnify and hold harmless a Party hereto, (a) pursuant to Section 10.1, shall terminate at the close of business on the fifth anniversary of the Closing Date, except (i) with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (b) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9; (c) pursuant to the other clauses contained in Sections 10.2 and 10.3 shall not terminate; and (d) notwithstanding the foregoing, with respect to clauses (a) 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 a party related thereto shall have previously made a Claim by delivering a notice of such Claim, before the expiration of the applicable period (stating in reasonable detail the basis of such Claim) to the Indemnifying Party.

Termination of Indemnification. The obligations to indemnify and hold harmless a Party hereto, party hereto (ai) pursuant to Section 10.1, 9(a) shall terminate at 120 days after the close time the applicable statute of business on limitations with respect to the fifth anniversary of the Closing Date, except Tax liability in question expires (i) with regard giving effect to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(fany extension thereof), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (bSection 9(b)(i) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9; 13, (ciii) pursuant to the other clauses contained in Sections 10.2 and 10.3 Section 9(h)(i) shall not terminate; and , (div) notwithstanding the foregoing, with respect to any Excluded Liability including any liability arising out of the assets, business or liabilities (contingent or otherwise) of ARI and its subsidiaries (other than those relating to the Companies) shall not terminate, (v) with respect to the Assumed Liabilities, and any liabilities or obligations of the Companies (whether arising from events which occur prior to, on or after the Closing Date to the extent that Seller has breached any representation or warranty with respect thereto) shall not terminate, and (vi) pursuant to any other provision to indemnify and hold harmless hereunder shall terminate at the close of business one year following the Closing Date; provided, however, that as to clauses (ai) and (bii) above, 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 a the related party related thereto hereto shall have previously made a Claim by delivering a notice of such Claimhave, before the expiration of the applicable period period, previ ously made a claim by delivering a notice (stating in reasonable detail the basis of such Claimclaim) to the Indemnifying Partyindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless a Party party hereto, , (a) pursuant to Section 10.1, shall terminate at the close of business on the fifth anniversary of the Closing Date, except (i) with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (bA) pursuant to Sections 10.2(a10.1(a) and 10.3(a10.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9; 10.8, (cB) pursuant to Section 10.3, shall terminate as set forth therein and (C) pursuant to Sections 10.1(b) and 10.2(b), shall terminate on the other clauses contained in Sections 10.2 and 10.3 shall not terminatesecond anniversary of the Closing Date; and (d) notwithstanding the foregoingPROVIDED, with respect HOWEVER, that as to clauses (aA), (B) and (bC) 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 a party related thereto shall have previously made a Claim by delivering a notice of such Claimhave, before the expiration of the applicable period period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such Claimclaim) to the Indemnifying PartyPerson. For avoidance of doubt, in the event any of the remediation required to be performed by Seller pursuant to Section 6.4 is not completed prior to the second anniversary of the Closing Date, any breach of such covenant occurring after such second anniversary shall nevertheless give rise to an indemnification obligation on the part of Seller, and the other provisions of this Article X shall continue to govern any claim of Buyer for indemnification in respect thereof.

Termination of Indemnification. The obligations to indemnify and hold harmless a Party party hereto, (a) pursuant to Section 10.1, shall terminate at the close of business on the fifth anniversary of date that is three (3) years after the Closing Date, except (i) except with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) except with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (b) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9;; and (c) pursuant to the other clauses contained in Sections 10.2 and 10.3 shall not terminate; and (d) notwithstanding the foregoingprovided however, with respect that as to clauses (a) and (b) above, 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 a the related party related thereto shall have previously made a Claim by delivering a notice of such Claimclaim, before the expiration of the applicable period (stating in reasonable detail the basis of such Claim) to the Indemnifying Party.

Termination of Indemnification. The Except with respect to any fraud, willful concealment or willful misconduct, each Seller Entity’s, Interestholder’s and Buyer’s obligations to indemnify and hold harmless a Party hereto, (a) any other party pursuant to clauses (i) (other than with respect to the Specified Seller Representations), (ii), (iii), (iv) and (v) of Section 10.111.01(a) and clauses (i) (other than with respect to the Specified Buyer Representations) and (ii) of Section 11.02, as applicable, shall terminate at the close of business on the fifth first anniversary of the Closing Date; provided, except (i) with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f)however, at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (b) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9; (c) pursuant to the other clauses contained in Sections 10.2 and 10.3 shall not terminate; and (d) notwithstanding the foregoing, with respect to clauses (a) and (b) above, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified applicable Seller-Indemnified Party or a party related thereto Buyer-Indemnified Party (in either case, the “Indemnified Party”) shall have have, before such first anniversary, previously made a Claim claim by delivering a notice of such Claimclaim in accordance with this Agreement to the applicable Indemnitor, which obligations shall survive until all such claims have are resolved. Any other obligation to indemnify and hold harmless any Indemnified Party shall terminate 90 days after expiration of the relevant statute of limitations, taking into account extensions thereof; provided, however, that such obligations shall not terminate with respect to any item as to which the applicable Indemnified Party has, before the expiration of the applicable period (stating in reasonable detail the basis relevant period, taking into account extensions thereof, made a claim by delivering a notice of such Claim) claim in accordance with this Agreement to the Indemnifying PartySeller Entities, which obligations shall survive until such claim has been resolved.

Termination of Indemnification. The obligations to indemnify and hold harmless a Party hereto, party hereto (ai) pursuant to Section 10.1, 9(a) shall terminate at 120 days after the close time the applicable statute of business on limitations with respect to the fifth anniversary of the Closing Date, except Tax liability in question expires (i) with regard giving effect to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(fany extension thereof), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (bSection 9(b)(i) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9; 13, (ciii) pursuant to the other clauses contained in Sections 10.2 and 10.3 Section 9(h)(i) shall not terminate; and , (div) notwithstanding the foregoing, with respect to any Excluded Liability including any liability arising out of the assets, business or liabilities (contingent or otherwise) of ARI and its subsidiaries (other than those relating to the Companies) shall not terminate, (v) with respect to the Assumed Liabilities, and any liabilities or obligations of the Companies (whether arising from events which occur prior to, on or after the Closing Date to the extent that Seller has breached any representation or warranty with respect thereto) shall not terminate, and (vi) pursuant to any other provision to indemnify and hold harmless hereunder shall terminate at the close of business one year following the Closing Date; PROVIDED, HOWEVER, that as to clauses (ai) and (bii) above, 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 a the related party related thereto hereto shall have previously made a Claim by delivering a notice of such Claimhave, before the expiration of the applicable period period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such Claimclaim) to the Indemnifying Partyindemnifying party.

Termination of Indemnification. (a) The obligations obligation of the Seller to indemnify indemnify, defend, and hold harmless a Buyer Indemnified Party hereto, (aunder Section 7.2(a) pursuant to Section 10.1, shall terminate at 5:00 p.m. (Detroit time) on the close first anniversary of business the Closing Date, except for an obligation arising under Section 9.11 which shall terminate at 5:00 p.m. (Detroit time) on the fifth anniversary of the Closing Date; provided, except (i) with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f)however, at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (b) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9; (c) pursuant to the other clauses contained in Sections 10.2 and 10.3 shall not terminate; and (d) notwithstanding the foregoing, with respect to clauses (a) and (b) above, that such obligations to indemnify indemnify, defend, and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or a the related party related thereto shall have previously made a Claim by delivering a notice of such Claimhave, before the expiration of the applicable period period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis and amount of such Claimclaim) to the Indemnifying PartySeller. (b) The obligation of the Buyer to indemnify, defend, and hold harmless a Seller Indemnified Party under Section 7.3 shall terminate at 5:00 p.m. (Detroit time) on the first anniversary of the Closing Date; provided, however, that such obligations to indemnify, defend, 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 and amount of such claim) to the Buyer. Notwithstanding the foregoing, the Buyer's obligation to indemnify, defend and hold harmless a Seller Indemnified Party under Section 7.3 with respect to the Assumed Liabilities shall not terminate.

Termination of Indemnification. The (a) Except in the case of Seller’s fraud, Seller’s obligations to indemnify and hold harmless a Buyer Indemnified Party hereto, (a) pursuant to Section 10.16.01(a)(i) and Section 6.01(a)(iv) (with respect to 6.01(a)(i)): (x) other than with respect to the representations and warranties set forth in Sections 3.01, shall terminate at the close of business on the fifth anniversary of the Closing Date3.02, except (i) with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f3.03(a), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f3.07(k), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (b) pursuant to Sections 10.2(a3.08(a) and 10.3(a3.14 (the “Seller Fundamental Representations”), shall terminate when on the applicable representation or warranty terminates pursuant to Section 10.9; date that is eighteen (c18) pursuant to months from the other clauses contained in Sections 10.2 date of this Agreement, and 10.3 shall not terminate; and (dy) notwithstanding the foregoing, with respect to clauses the Seller Fundamental Representations shall terminate on the date that is twenty-four (a24) and (b) abovemonths from the date of this Agreement; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Buyer Indemnified Party shall have, before the person to be indemnified or a party related thereto shall have expiration of such applicable period, previously made a Claim claim by delivering a notice of such Claimclaim in accordance with this Agreement to Seller, which obligations shall survive until all such claims have been resolved. (b) Except with respect to Buyer’s fraud, Buyer’s obligations to indemnify and hold harmless any other party pursuant to Section 6.01(b)(i) and Section 6.01(b)(iv) (with respect to 6.01(b)(i)): (x) other than with respect to the representations and warranties set forth in Sections 4.01, 4.02, 4.03 and 4.07 (the “Buyer Fundamental Representations”), shall terminate on the date that is eighteen (18) months from the date of this Agreement and (y) with respect to the Buyer Fundamental Representations shall terminate on the date that is twenty-four (24) months from the date of this Agreement after the expiration of the applicable statue of limitations; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Seller Indemnified Party shall have, before the expiration of such applicable period, previously made a claim by delivering a notice of such claim in accordance with this Agreement to Seller, which obligations shall survive until all such claims have been resolved. (c) Any other obligation to indemnify and hold harmless any Buyer Indemnified Party or Seller Indemnified Party shall terminate ninety (90) days after expiration of the relevant statute of limitations under applicable Law, taking into account extensions thereof; provided, however, that such obligations shall not terminate with respect to any item as to which a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be, has, before the expiration of the applicable period (stating in reasonable detail the basis relevant period, taking into account extensions thereof, previously made a claim by delivering a notice of such Claim) claim in accordance with this Agreement to Seller or Buyer, as the Indemnifying Partycase may be, which obligations shall survive until all such claims have been resolved.

Termination of Indemnification. (a) The obligations to indemnify and hold harmless a Party hereto, any person (ai) pursuant to 9.01 shall terminate 60 days following the expiration of the applicable statute of limitations (after giving effect to any extension thereof), (ii) pursuant to Section 10.1, shall terminate at the close of business on the fifth anniversary of the Closing Date, except (i9.02(a) with regard to Environmental Losses for which Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate, and (ii9.07(a) with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless shall not terminate and will continue indefinitely unless and until Seller has obtained a closure permit or notice of closure pursuant to subparagraph 10.1(f), at which xxxx Xxxxxx’x obligation to indemnify and hold Buyer harmless shall terminate; (b) pursuant to Sections 10.2(a) and 10.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 10.9; 9.04, (ciii) pursuant to Section 9.02(b) or Section 9.07(b) shall terminate 90 days after the applicable covenant terminates pursuant to Section 9.04, (iv) pursuant to Section 9.02(c) shall terminate on the seventh anniversary of the Closing Date, (v) pursuant to Section 9.02(e) shall terminate on the date that is 13 months after the Closing Date, (vi) pursuant to Section 9.02(g) shall terminate on the third anniversary of the Closing Date and (vii) pursuant to the other clauses contained in Sections 10.2 of Section 9.02 and 10.3 Section 9.07 shall not terminate; and (d) notwithstanding the foregoingprovided, with respect to clauses (a) and (b) abovehowever, that all such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or a party related thereto shall have previously made a Claim by delivering a notice of such Claimhave, before the expiration of the applicable period (stating in reasonable detail the basis period, previously made a claim by delivering a notice of such Claim) claim pursuant to Section 9.09 to the Indemnifying Partyparty providing the indemnification. (b) For purposes of calculating the amount of any Loss in connection with a claim by any Purchaser Indemnitee or Seller Indemnitee with respect to a breach of any representation or warranty made by the Seller or the Purchaser, as the case may be, for which indemnification is sought pursuant to this Article IX (but not for purposes of determining whether such a breach has occurred), all “material adverse effect” and other materiality references in the representations and warranties set forth in Article II, Article III and Article IV, as applicable, shall be disregarded.