Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. The obligations to indemnify and hold harmless pursuant to Section 8.1 or Section 8.2, as applicable, shall terminate as specified in Section 9.2; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled to indemnity shall have, before the expiration of the applicable period, delivered a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.2.

Appears in 3 contracts

Samples: Transaction Agreement (New Whale Inc.), Transaction Agreement (Endeavor Group Holdings, Inc.), Transaction Agreement (World Wrestling Entertainmentinc)

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Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Section 8.1 or Section 8.2, as applicable, 8.03 shall terminate as specified in Section 9.2upon the expiration of the applicable statute of limitations; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the Person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 8.06 or Section 8.28.07 to the party to obligated to provide the indemnification.

Appears in 3 contracts

Samples: Equity Purchase Agreement (Valvoline Inc), Equity Purchase Agreement (Valvoline Inc), Equity Purchase Agreement (Brunswick Corp)

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, pursuant to Sections 9.1(a) and 9.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.1 or Section 8.2, as applicable, shall terminate as specified in Section 9.29.6; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the Person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a written notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.2the Indemnifying Person.

Appears in 2 contracts

Samples: Stock and Interest Purchase Agreement (Magnetek Inc), Stock Purchase Agreement (Magnetek Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Section 8.1 5.01 or Section 8.2, as applicable, 5.02 shall terminate as specified in when the applicable representation, warranty, covenant or agreement terminates pursuant to Section 9.25.03; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the Person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.25.07 to the party to be providing the indemnification.

Appears in 2 contracts

Samples: Purchase Agreement (Polyone Corp), Purchase Agreement (Olin Corp)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, pursuant to Section 8.1 8.01(a) or Section 8.2, as applicable8.01(e), shall terminate as specified in when the applicable representation or warranty or covenant terminates pursuant to Section 9.210.01; providedPROVIDED, howeverHOWEVER, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.28.04 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Almanac Education Group Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Section 8.1 8.02(a)(i) or Section 8.2, as applicable, 8.03(i) shall terminate as specified in when the applicable representation or warranty terminates pursuant to Section 9.28.06(a); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.28.05 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clean Energy Fuels Corp.)

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to Sections 10.1(a) and 10.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.1 or Section 8.2, as applicable, shall terminate as specified in Section 9.210.6; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the Person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a written notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.2the Indemnifying Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Magnetek Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party, pursuant to Section 8.1 6.01 or Section 8.2, as applicable6.02, shall terminate as specified in when the applicable representation or warranty terminates pursuant to Section 9.26.05; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.26.04 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Purchase and Loan Agreement (Voice Powered Technology International Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, pursuant to Sections 9.1(a) and 9.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.1 or Section 8.2, as applicable, shall terminate as specified in Section 9.29.8; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.2the Indemnifying Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vought Aircraft Industries Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, pursuant to Sections 10.1(a) and 10.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.1 or Section 8.2, as applicable, shall terminate as specified in Section 9.210.6; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.2the Indemnifying Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ameron International Corp)

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Termination of Indemnification. The obligations to indemnify and hold harmless any Person pursuant to Sections 10.2.1, 10.2.2 or 10.3 hereof shall terminate when the applicable representation or warranty or covenant terminates pursuant to Section 8.1 or Section 8.2, as applicable, shall terminate as specified in Section 9.210.1 hereof; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the Person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a bona fide claim by delivering a notice of such claim in writing (stating in reasonable detail to the basis of such claim) pursuant to Section 8.1 or Section 8.2indemnifying party.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Stock Purchase Agreement (Moodys Corp /De/)

Termination of Indemnification. The obligations to indemnify and hold harmless any person pursuant to Section 8.1 or Section 8.2, as applicable10.01(a)(i), shall terminate as specified in when the applicable representation or warranty terminates pursuant to Section 9.211.02; provided, however, that such 52 obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a bona fide claim by delivering notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.210.05 to the party that is required to provide the indemnification.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucentrix Broadband Networks Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Section 8.1 10.01 or Section 8.2, as applicable, 10.02 shall terminate as specified in when the applicable representation, warranty, covenant or agreement terminates pursuant to Section 9.211.01; provided, however, that such obligations to indemnify and hold harmless shall not terminate with 60 <page> respect to any item as to which a Party seeking or entitled the person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.210.05 to the party to be providing the indemnification.

Appears in 1 contract

Samples: Acquisition Agreement

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to this Article VIII shall terminate when the applicable representation or warranty terminates pursuant to Section 8.1 or Section 8.2, as applicable, shall terminate as specified in Section 9.28.06; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which a Party seeking or entitled the person to indemnity be indemnified shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.2the indemnifying person. ARTICLE IX TERMINATION 9.

Appears in 1 contract

Samples: Contribution Agreement (Cedar Fair L P)

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to Section 8.1 or Section 8.2, as applicable, this Article 8 and in accordance with this Agreement shall terminate as specified in Section 9.2[***] after the Closing Date; provided, however, however that such obligations to indemnify and hold harmless shall will not terminate with respect to any item as to which a Party seeking the person to be indemnified or entitled to indemnity the related party shall have, before the expiration of the applicable period, delivered previously made a claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.1 or Section 8.2the indemnifying party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rollins Inc)

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