Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Section 8.03 shall terminate upon 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 the Person to be indemnified shall have, before the expiration of the applicable period, 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 8.06 or Section 8.07 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)

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Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Section 8.03 8.1 or Section 8.2, as applicable, shall terminate upon the expiration of the applicable statute of limitationsas 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 the Person a Party seeking or entitled to be indemnified indemnity shall have, before the expiration of the applicable period, previously made a good faith claim by delivering delivered a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 8.1 or Section 8.07 to the party to obligated to provide the indemnification8.2.

Appears in 3 contracts

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

Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Section 8.03 5.01 or 5.02 shall terminate upon the expiration of when the applicable statute of limitationsrepresentation, warranty, covenant or agreement terminates pursuant to Section 5.03; 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 5.07 to the party to obligated to provide 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 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 8.03 shall terminate upon the expiration of the applicable statute of limitations9.6; 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 good faith claim by delivering a written notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 to the party to obligated to provide the indemnificationIndemnifying Person.

Appears in 2 contracts

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

Termination of Indemnification. (a) The obligations to indemnify and hold harmless any party party, pursuant to Section 8.03 Sections 8.1(a) or 8.2(a), shall terminate upon the expiration second anniversary of the applicable statute of limitationsClosing 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 shall have, before the expiration of the applicable periodsuch anniversary date, 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 8.06 or Section 8.07 8.5 to the party to obligated to provide be providing the indemnification.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Banyan Systems Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party pursuant to Section 8.03 8.02(a)(i) or 8.03(i) shall terminate upon the expiration of when the applicable statute of limitationsrepresentation or warranty terminates pursuant to Section 8.06(a); 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 8.05 to the party to obligated to provide 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 any party person pursuant to Section 8.03 10.01(a)(i), shall terminate upon the expiration of when the applicable statute of limitationsrepresentation or warranty terminates pursuant to Section 11.02; provided, however, that such 52 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 good faith bona fide claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 10.05 to the party to obligated 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 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 8.03 shall terminate upon the expiration of the applicable statute of limitations10.6; 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 to the party to obligated to provide the indemnificationIndemnifying Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ameron International Corp)

Termination of Indemnification. The obligations to indemnify and hold harmless any party party, pursuant to Section 8.03 8.01(a) or 8.01(e), shall terminate upon the expiration of when the applicable statute of limitationsrepresentation or warranty or covenant terminates pursuant to Section 10.01; providedPROVIDED, howeverHOWEVER, 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 8.04 to the party to obligated to provide 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 8.03 10.01 or Section 10.02 shall terminate upon the expiration of when the applicable statute of limitationsrepresentation, warranty, covenant or agreement terminates pursuant to Section 11.01; 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 10.05 to the party to obligated to provide be providing the indemnification.

Appears in 1 contract

Samples: Acquisition Agreement (Amdocs LTD)

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Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto pursuant to this Article VIII shall terminate when the applicable representation or warranty terminates pursuant to Section 8.03 shall terminate upon the expiration of the applicable statute of limitations8.06; 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 to the party to obligated to provide the indemnificationindemnifying 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 any a party hereto pursuant to Section 8.03 this Article 8 and in accordance with this Agreement shall terminate upon [***] after the expiration of the applicable statute of limitationsClosing Date; provided, however, however that such obligations to indemnify and hold harmless shall will not terminate with respect to any item as to which the Person person to be indemnified or the related party shall have, before the expiration of the applicable period, 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 8.06 or Section 8.07 to the party to obligated to provide the indemnificationindemnifying party.

Appears in 1 contract

Samples: Confidential Treatment Requested (Rollins Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party party, pursuant to Section 8.03 6.01 or 6.02, shall terminate upon the expiration of when the applicable statute of limitationsrepresentation or warranty terminates pursuant to Section 6.05; 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 6.04 to the party to obligated to provide 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 any 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 8.03 shall terminate upon the expiration of the applicable statute of limitations10.6; 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 good faith claim by delivering a written notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 to the party to obligated to provide the indemnificationIndemnifying Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Magnetek Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any a party hereto pursuant to this Section 8.03 8, shall terminate upon the expiration of the applicable statute of limitations; on November 1, 1999, 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 good faith claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 8.5 hereof to the party to obligated to provide be providing the indemnificationindemnification specifically identifying the Indemnification Item.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Oilwell Inc)

Termination of Indemnification. The obligations to indemnify and hold harmless any party 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 8.03 shall terminate upon the expiration of the applicable statute of limitations10.1 hereof; 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 good faith bona fide claim by delivering a notice of such claim in writing (stating in reasonable detail the basis of such claim) pursuant to Section 8.06 or Section 8.07 to the party to obligated to provide the indemnificationindemnifying party.

Appears in 1 contract

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

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