Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to Sections 8.1, 8.2 (other than 8.2(c)), 8.3 and 8.4 shall terminate upon the termination of the relevant representation, warranty or pre-closing agreement pursuant to Section 3.6; provided, however, that such obligation 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 written notice (stating in reasonable detail the basis of such claim) to the indemnifying party.
Appears in 4 contracts
Samples: Contribution and Sale Agreement (Alter Robert A), Contribution and Sale Agreement (Alter Robert A), Contribution and Sale Agreement (Westbrook Real Estate Partners LLC)
Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to Sections 8.1, 8.2 an Indemnified Party (other than 8.2(c)), 8.3 and 8.4 shall terminate upon the termination of the relevant representation, warranty or pre-closing agreement i) pursuant to Section 3.67.1 and Section 7.2 shall terminate when the applicable representation or warranty terminates pursuant to Section 7.6; provided, however, that such obligation obligations to indemnify and hold harmless shall not terminate with respect to any item specific matter as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a written notice thereof (stating in reasonable detail the basis of such claim) (a “Claim Notice”) to the indemnifying partyIndemnifying Person.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Marijuana Co of America, Inc.), Asset Purchase Agreement (American Cannabis Company, Inc.), Asset Purchase Agreement (General Cannabis Corp)
Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to Sections 8.1, 8.2 (other than 8.2(c))8.2, 8.3 and 8.4 shall terminate upon the termination of the relevant representation, warranty or pre-closing agreement pursuant to Section 3.64.3; provided, however, that such obligation 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 written notice (stating in reasonable detail the basis of such claim) to the indemnifying party.
Appears in 3 contracts
Samples: Merger Agreement (Westbrook Real Estate Partners LLC), Merger Agreement (Alter Robert A), Merger Agreement (Sunstone Hotel Investors Inc)
Termination of Indemnification. The obligations to indemnify and hold ------------------------------ harmless a party hereto hereto, pursuant to Sections 8.1, 8.2 (other than 8.2(c)9.1(a) and 9.2(a), 8.3 and 8.4 shall terminate upon when the termination of the relevant representation, applicable representation or warranty or pre-closing agreement terminates pursuant to Section 3.69.8; provided, however, that such obligation 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 written notice (stating in reasonable detail the basis of such claim) to the indemnifying partyIndemnifying Person.
Appears in 1 contract
Termination of Indemnification. The obligations of Purchaser and/or Seller to indemnify and hold harmless a party hereto any other person (the “indemnified party”) pursuant to Sections 8.1this Section 6, 8.2 (other than 8.2(c)), 8.3 and 8.4 shall terminate upon when the termination of the relevant representation, applicable representation or warranty or pre-closing agreement terminates pursuant to Section 3.6; 10.15, provided, however, that such obligation to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified or a related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.
Appears in 1 contract
Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to Sections 8.1any party, 8.2 (other than 8.2(c)), 8.3 and 8.4 shall terminate upon the termination of the relevant representation, warranty or pre-closing agreement a) pursuant to Section 3.68.1(a) and Section 8.2(a), shall terminate when the applicable representation or warranty terminates pursuant to Section 9.4; provided, however, that such obligation 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 written notice pursuant to Sections 8.7 or 8.8 (stating in reasonable detail the basis of such claim) to the indemnifying partyparty to be providing the indemnification, and (b) pursuant to the other clauses of Sections 8.1 and 8.2, shall not terminate.
Appears in 1 contract
Samples: Asset Purchase Agreement (North Atlantic Trading Co Inc)
Termination of Indemnification. The obligations of Purchaser and/or Seller to indemnify and hold harmless a party hereto any other person (the “indemnified party”) pursuant to Sections 8.1this Section 6, 8.2 (other than 8.2(c)), 8.3 and 8.4 shall terminate upon when the termination of the relevant representation, applicable representation or warranty or pre-closing agreement terminates pursuant to Section 3.6; 10.15, provided, however, that such obligation to indemnify and hold harmless shall not terminate with respect to any item as to which the Person person to be indemnified or a related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a written notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.. 6.4
Appears in 1 contract
Samples: Asset Purchase Agreement
Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 8.1, 8.2 (other than 8.2(c)), 8.3 7.2 and 8.4 7.3(i) shall terminate upon the termination of the relevant representation, warranty or pre-closing agreement pursuant to Standstill Period and (ii) the other clauses of Section 3.67.3 shall not terminate; provided, however, that as to clause (i) of this sentence such obligation 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 written notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.
Appears in 1 contract
Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto hereto, pursuant to Sections 8.1, 8.2 (other than 8.2(c)), 8.3 9.2 and 8.4 9.3 shall terminate upon to the termination of extent the relevant representation, applicable representation or warranty or pre-closing agreement covenant terminates pursuant to Section 3.69.1; providedPROVIDED, howeverHOWEVER, that such obligation 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 written notice (stating in reasonable detail the basis of such claim) to the indemnifying party.
Appears in 1 contract
Samples: Purchase Agreement (Canandaigua B V)