Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, (a) with respect to any breach of, or inaccuracy in, any representation or warranty contained in this Agreement shall terminate when the applicable representation or warranty terminates and (b) with respect to any breach of covenant or agreement set forth in this Agreement shall not terminate; provided, however, that as to clause (a) above 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 notice (stating in reasonable detail the basis of such claim) to the indemnifying party.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Samstock LLC), Stock Purchase Agreement (Samstock LLC), Stock Purchase Agreement (Samstock LLC)

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Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, the SB Indemnitees (ai) with respect pursuant to any breach of, or inaccuracy in, any representation or warranty contained in this Agreement Sections 13.01(a)(i) and (ii) shall terminate when the applicable representation or warranty terminates pursuant to Section 14.01, and (bii) with respect pursuant to any breach of Section 13.01(a)(iii) shall terminate when the applicable covenant or agreement set forth in this Agreement shall not terminateterminates pursuant to Section 14.01; provided, however, that as to clause (a) above such obligation obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified any SB 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 13.04 to the indemnifying partyrelevant Indemnifying Party.

Appears in 3 contracts

Samples: Contribution and Subscription Agreement (Interbrew S A), Contribution and Subscription Agreement (American Beverage Co Ambev), Contribution and Subscription Agreement (American Beverage Co Ambev)

Termination of Indemnification. The obligations to indemnify and hold harmless a any party hereto(i) pursuant to clause (i) of each of Sections 10.01 and 10.02, (a) with respect to any breach of, or inaccuracy in, any representation or warranty contained in this Agreement shall terminate when the applicable representation or warranty terminates pursuant to Section 11.01 and (bii) with respect pursuant to any breach the other clauses of covenant or agreement set forth in this Agreement Sections 10.01 and 10.02, shall not terminateterminate at the expiration of the applicable statute of limitations; provided, however, that as to clause (a) above 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 specific claim by delivering to the party claimed to be providing the indemnification a notice (of such claim pursuant to Section 10.04 stating in reasonable detail the basis of such claim) to the indemnifying party.

Appears in 2 contracts

Samples: Master Asset Purchase Agreement, Master Asset Purchase Agreement (Synnex Corp)

Termination of Indemnification. The obligations to indemnify and hold harmless a party heretoany party, (a) with respect pursuant to any breach ofSection 8.01(a)(i), Section 8.01(a)(ii) or inaccuracy inSection 8.02(a), any representation or warranty contained in this Agreement shall terminate when the applicable representation representation, warranty, covenant or warranty agreement terminates pursuant to Section 8.06 and (b) with respect pursuant to any breach the other clauses of covenant or agreement set forth in this Agreement Section 8.01 and Section 8.02 shall not terminate; provided, however, that as to clause (a) above 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 notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the indemnifying partyparty to be providing the indemnification.

Appears in 1 contract

Samples: Asset Purchase Agreement (U S Realtel Inc)

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Termination of Indemnification. The obligations to indemnify and hold harmless a party hereto, any Person (a) with respect pursuant to any breach of, or inaccuracy in, any representation or warranty contained in this Agreement clause (a) of each of Section 11.2 and Section 11.3 shall terminate when the applicable representation or warranty terminates pursuant to Section 12.1 and (b) with respect pursuant to any breach the other clauses of covenant or agreement set forth in this Agreement Section 11.2 and Section 11.3 shall not terminateterminate at the expiration of the applicable statute of limitations; provided, however, that as to clause (a) above 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 specific claim by delivering to the party claimed to be providing the indemnification a notice (of such claim pursuant to Section 11.5 stating in reasonable detail the basis of such claim) to the indemnifying party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tangoe Inc)

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