Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. The obligations to indemnify and hold harmless any party (i) pursuant to Section 7.01(a)(i) or 7.01(b)(i), as the case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified 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 7.06 to the party to be providing the indemnification.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto, (ia) pursuant to Section 7.01(a)(i) 11.1, shall terminate at the time the applicable statutes of limitations with respect to the Tax liabilities in question expire (giving effect to any extension thereof by waiver or 7.01(b)(iotherwise), as the case may be(b) pursuant to clause (a) of Sections 11.2 and 11.3, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.0713.13, and (iic) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires clause (giving effect to any waiver, mitigation or extension thereofb) and (iii) pursuant to the other clauses of Sections 7.0111.2 and 11.3, shall not terminate; provided, however, that as 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 person to be indemnified or the related party 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) pursuant to Section 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto (ia) pursuant to Section 7.01(a)(i13.1, shall terminate at the time the applicable statutes of limitations with respect to the Tax liabilities in question expire (giving effect to any extension thereof); (b) or 7.01(b)(i), as the case may bepursuant to clause (a) of Section 13.2.1 and clause (a) of Section 13.3, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) 17; and (iiic) pursuant to the other clauses of Sections 7.01, 13.2 and 13.3 shall not terminate; provided, however, that as to clauses (a) and (b) of this Section 13.5, 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 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto, (i) pursuant to Section 7.01(a)(iSections 10(a)(i) or 7.01(b)(iand 10(b)(i), as the case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.0715, (ii) pursuant to Section 7.02Sections 10(a)(ii) and 10(b)(ii), shall terminate when the applicable statute of limitations expires (giving effect to any waivercovenant terminates in accordance with its terms, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.0110(a)(iii), 10(a)(iv) and 10(b)(iii), shall not terminate; provided, however, that as to clause (i) above 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 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) pursuant to Section 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto (ia) pursuant to Section 7.01(a)(i) or 7.01(b)(i11.1, shall terminate at the time the applicable statutes of limitations with respect to the Tax liabilities in question expire (giving effect to any extension thereof), as the case may be(b) pursuant to Sections 11.2(a)(i) and 11.3(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) Article XIV and (iiic) pursuant to the other clauses of Sections 7.01, 11.2 and 11.3 shall not terminate; provided, however, that as 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 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 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any party (i) pursuant to Section 7.01(a)(i8.01(a)(i), 8.01(b)(i) or 7.01(b)(i), as the case may be, 8.02(i) shall terminate when the applicable representation or warranty terminates pursuant to Section 7.078.06, (ii) pursuant to Section 7.028.01(a)(ii), 8.01(b)(ii) or 8.02(ii) shall terminate when the applicable statute of limitations expires (giving effect covenant terminates pursuant to any waiver, mitigation or extension thereof) Section 8.06 and (iii) pursuant to the other clauses of Sections 7.01, 8.01 and 8.02 shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim Claim by delivering a notice of such claim Claim (stating in reasonable detail the basis of such claimClaim) pursuant to Section 7.06 8.05 to the party to be providing the indemnification.

Termination of Indemnification. The obligations to indemnify and hold harmless any party party, (i) pursuant to Section 7.01(a)(i8.01 (a)(i) or 7.01(b)(i(ii) or 8.02(i) or (ii), as the case may be, shall terminate when the applicable representation or warranty or covenant terminates pursuant to Section 7.078.06, (ii) pursuant to Section 7.028.01(a)(iv), shall terminate when in accordance with the applicable statute terms of limitations expires (giving effect to any waiver, mitigation or extension thereof) that Section and (iii) pursuant to the other clauses of Sections 7.01, 8.01 and 8.02 shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified 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 7.06 8.05 to the party to be providing the indemnification.; provided further however, that with respect to claims under Section 8.01(a)(iv), the party shall have incurred the Losses in the periods specified in such Section 8.01(a)(iv). SECTION

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto (ia) pursuant to Section 7.01(a)(i11.01, shall terminate sixty (60) or 7.01(b)(i), as days after the case may be, applicable statutes of limitations with respect to the Tax liabilities in question expire (giving effect to any extension thereof) and (b) pursuant to Sections 11.03(a)(i) and (ii) and 11.04(a)(i) and (ii) shall terminate when the applicable representation or warranty or covenant terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, shall not terminate11.02; provided, however, that as 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 person to be indemnified or the related party thereto shall have, before the expiration 57 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 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto (ia) pursuant to Section 7.01(a)(iSections 11.02(a)(i)(A) or 7.01(b)(i), as the case may be, and 11.03 (a) (i)(A) shall terminate when the applicable representation or warranty terminates pursuant to Section 7.0711.01, (iib) pursuant to Section 7.02, Sections 11.02(a)(i)(B) and 11.03(a)(i)(B) shall terminate when the applicable statute of limitations expires (giving effect to any waiveron March 31, mitigation or extension thereof) 2001, and (iiic) pursuant to the other clauses of Sections 7.01, 11.02 and 11.03 shall not terminate; provided, however, that such obligations as to clauses (a) and (b), Seller's and Buyer's obligation to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified 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) pursuant to Section 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any party party, (i) pursuant to Section 7.01(a)(i8.02(a) or 7.01(b)(i8.02(b), as shall terminate upon the case may beexpiration of the statute of limitations applicable to the Taxes that are the subject of such Sections, (ii) pursuant to Section 8.03(a)(i) or Section 8.04(a)(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) 8.01 and (iii) pursuant to the other clauses of Sections 7.01, Section 8.03 and Section 8.04 shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified 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 7.06 8.08 to the party to be providing the indemnification.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto, (i) pursuant to Section 7.01(a)(iSections 9(a)(i) or 7.01(b)(iand 9(b)(i), as the case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.0713, (ii) pursuant to Section 7.02Sections 9(a)(ii) and 9(b)(ii), shall terminate when the applicable statute of limitations expires (giving effect to any waivercovenant terminates in accordance with its terms, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, 9(a)(iii) and 9(b)(iii) shall not terminate; provided, however, that as to clause (i) above 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 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) pursuant to Section 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to ------------------------------ indemnify and hold harmless any party party, (i) pursuant to Section 7.01(a)(i) or 7.01(b)(i8.01(a)(i), as the case may be8.01(a)(ii) with respect to Section 5.10, or 8.02(i), shall terminate when the applicable representation or warranty (or, in the case of a breach of Section 5.10, the representation or warranty to which such breach relates) terminates pursuant to Section 7.07, 8.06 and (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, 8.01 and 8.02 shall not terminate; provided, however, that such obligations to -------- ------- indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified 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 7.06 8.05 to the party to be providing the indemnification.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto (ia) pursuant to Section 7.01(a)(i11.01, shall terminate sixty (60) or 7.01(b)(i), as days after the case may be, applicable statutes of limitations with respect to the Tax liabilities in question expire (giving effect to any extension thereof) and (b) pursuant to Sections 11.03(a)(i) and (ii) and 11.04(a)(i) and (ii) shall terminate when the applicable representation or warranty or covenant terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, shall not terminate11.02; provided, however, that as 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 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 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto, (ia) pursuant to Section 7.01(a)(iSECTION 8.1(a) or 7.01(b)(iand SECTION 8.2(a), as the case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, SECTION 9.7 and (iib) pursuant to Section 7.02SECTIONS 8.1(b), shall terminate when the applicable statute of limitations expires (giving effect to any waiverc), mitigation or extension thereofAND (d), and SECTIONS 8.2(b), (c) and AND (iiid) pursuant to the other clauses of Sections 7.01, shall not terminate; provided, however, that as to clause (a) above such obligations obligation 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 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to ------------------------------ indemnify and hold harmless any party party, (i) pursuant to Section 7.01(a)(i6.02(a)(i), Section 6.02(b)(i) or 7.01(b)(i6.03(a)(i), as the case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07the terms of this Agreement, (ii) pursuant to Section 7.026.02(a)(ii), Section 6.02(b)(ii) or 6.03(a)(ii), shall terminate when two years after the termination of the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) covenant and (iii) pursuant to the other clauses of Sections 7.01, 6.02 and 6.03 shall not terminate; provided, -------- however, that such obligations to indemnify and hold harmless shall not ------- terminate with respect to any item as to which the Person person to be indemnified 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 7.06 6.06 to the party to be providing the indemnification.

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto (i) pursuant to Section 7.01(a)(i9.01, shall terminate ninety (90) or 7.01(b)(idays after the time the applicable statutes of limitations with respect to the Tax liabilities in question expire (giving effect to any extension thereof), as the case may be(ii) pursuant to Sections 9.02(i) and 9.03, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) 11.01 and (iii) pursuant to the other clauses of Sections 7.01, 9.02 and 9.03 shall not terminate; provided, however, that as to clauses (i) 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 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 7.06 to the party to be providing the indemnificationindemnifying party.

Termination of Indemnification. The obligations to ------------------------------- indemnify and hold harmless any party party, (x) pursuant to clause (i) pursuant to of Section 7.01(a)(i7.1 and clause (i) or 7.01(b)(i), as the case may beof Section 7.2, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, shall not terminate8.3; provided, -------- however, that such obligations to indemnify and hold harmless shall not ------- terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim pursuant to Section 7.8 (stating in reasonable detail the basis of such claim) pursuant to Section 7.06 to the party to be providing the indemnification, (y) pursuant to the other clauses of Sections 7.1 and 7.2, and pursuant to Sections 7.4 and 7.5 shall not terminate and (z) pursuant to Section 7.3 shall terminate as provided therein.

Termination of Indemnification. The obligations ------------------------------ to indemnify and hold harmless any party party, (i) pursuant to Section 7.01(a)(i) or 7.01(b)(i7.02 (a) (i), as the case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07the terms of this Agreement, (ii) pursuant to Section 7.027.01(a)(ii) or 7.02(a)(ii), shall terminate when two years after the termination of the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) covenant and (iii) pursuant to the other clauses of Sections 7.01, 7.01 and 7.02 shall not terminate; provided, however, that such obligations to indemnify and -------- ------- hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified 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 7.06 7.05 to the party to be providing the indemnification.