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 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; 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 8.05 to the party to be providing the indemnification.

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (Comstock Inc.), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)

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Termination of Indemnification. The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(iSections 10.2(a)(i) or 8.02(iand 10.3(a)(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 10.1 and (ii) pursuant to the other clauses of Sections 8.01 10.2 and 8.02 10.3 shall survive the Closing indefinitelynot 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 8.05 10.6 to the party to be providing the indemnification.

Appears in 4 contracts

Samples: Share Redemption Agreement, Share Redemption Agreement (SES Global S.A.), Share Redemption Agreement (AsiaCo Acquisition LTD)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, the AmBev Indemnitees (i) pursuant to Section 8.01(a)(i8.01(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 8.09, and (ii) pursuant to Section 8.01(ii) shall terminate when the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitelyapplicable covenant terminates pursuant to Section 8.09; 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 any AmBev 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 8.05 8.04 to the party to be providing the indemnificationInterbrew.

Appears in 4 contracts

Samples: Incorporacao Agreement (InBev Corporate Holdings Inc.), Incorporacao Agreement (American Beverage Co Ambev), Incorporacao Agreement (American Beverage Co Ambev)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, party (i) pursuant to Section 8.01(a)(i8.1(a)(ii) or 8.02(i), and 8.2(ii) shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 10.1 and (ii) pursuant to the other clauses of Sections 8.01 Section 8.1(a)(i) and 8.02 (iii) and Section 8.2(i) and (iii) shall survive the Closing indefinitelynot 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 an 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 8.05 8.4 to the party to be providing the indemnificationindemnifying party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (Gaylord Entertainment Co /De)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i8.01 (a)(i) or 8.02(i8.02 (i), shall terminate when the applicable representation or and warranty terminates pursuant to Section 8.06 8.05 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitelynot terminate; providedPROVIDED, howeverHOWEVER, 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 8.05 8.04 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mercury Computer Systems Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, party (ia) pursuant to Section 8.01(a)(i) or 8.02(i8.02(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (iib) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitelynot terminate; providedPROVIDED, howeverHOWEVER, 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 8.05 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Asset Purchase Agreement (Broadwing Inc)

Termination of Indemnification. The obligations obligation to indemnify and hold harmless any party, (i) Person pursuant to Section 8.01(a)(iSections 14(a) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii14(b) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive for a period of one (1) year after the Closing indefinitely; providedDate, except that Buyer’s obligation to pay Seller the Purchase Price shall continue for a period of ten (10) years after the Closing Date. 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 or the related party thereto shall have, before prior to the expiration of the applicable period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claimclaim for indemnification is made) pursuant to Section 8.05 to the party to be providing the indemnificationindemnifying party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Converted Organics Inc.)

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Termination of Indemnification. The obligations to ------------------------------- indemnify and hold harmless any party, (ia) pursuant to Section 8.01(a)(i8.1(a)(i) or 8.02(i), 8.2(a) shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 8.6 and (iib) pursuant to the other clauses of Sections 8.01 8.1 and 8.02 8.2 shall survive the Closing indefinitelynot 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 8.05 8.5 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Conformed Copy (Maxwell Shoe Co Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, party (ia) pursuant to Section 8.01(a)(i10.02(a)(i), Section 10.02(a)(vi) or 8.02(i), Section 10.03(a) shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 10.08, and (iib) pursuant to the other clauses of Sections 8.01 10.02 and 8.02 10.03 shall survive the Closing indefinitelynot 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 8.05 10.06 to the party to be providing the indemnificationIndemnifying Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gilead Sciences Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i5.01(a)(i) or 8.02(i5.02(a)(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 5.08 and (ii) pursuant to the other clauses of Sections 8.01 5.01, 5.02 and 8.02 5.03 shall survive the Closing indefinitelynot 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 8.05 5.06 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Transaction, Contribution and Purchase Agreement (Realnetworks Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, party (i) pursuant to Section 8.01(a)(i8.2(i) or 8.02(i), 8.3(i) shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 8.6, and (ii) pursuant to otherwise Section 8.1 and Section 8.2(ii) shall terminate upon the other clauses expiration of Sections 8.01 and 8.02 shall survive the Closing indefinitelyall applicable statutes of limitation (including extensions thereof); 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 8.05 8.5 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Purchase Agreement (Victory Acquisition Corp)

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