Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. The obligations to indemnify and hold harmless any Party shall terminate when the applicable representation or warranty terminates pursuant to the terms of this Agreement; 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 pursuant to Section 8.5 to the Party to be providing the indemnification (which notice shall identify the representation or warranty claimed to have been inaccurate, or the covenant claimed to have been breached, and shall state with reasonable particularity the nature of the asserted inaccuracy or breach).

Appears in 3 contracts

Samples: Securities Purchase Agreement (Occidental Petroleum Corp /De/), Securities Purchase Agreement (Lyondell Chemical Co), Securities Purchase Agreement (Occidental Petroleum Corp /De/)

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Termination of Indemnification. The obligations to indemnify and hold harmless any Party pursuant to Section 10.2 and 10.3 shall terminate when the applicable representation representation, warranty or warranty covenant terminates pursuant to the terms of this Agreement; 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 pursuant to Section 8.5 10.7 to the Indemnifying Party to be providing the indemnification (which notice shall identify the representation or warranty claimed to have been inaccurate, or the covenant claimed to have been breached, and shall state with reasonable particularity the nature of the asserted inaccuracy or breach).

Appears in 2 contracts

Samples: Sub Purchase Agreement (Occidental Petroleum Corp /De/), Sub Purchase Agreement (Lyondell Chemical Co)

Termination of Indemnification. The obligations to indemnify and hold harmless any Party a party hereto in respect of a breach of representation or warranty or covenant shall terminate when the applicable representation or warranty or covenant terminates pursuant to the terms of this AgreementSECTION 8A; providedPROVIDED, howeverHOWEVER, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person party to be indemnified shall have, before prior to the expiration of the applicable period, previously made a claim by delivering a written notice of (stating in reasonable detail the nature of, and factual and legal basis for, any such claim pursuant to Section 8.5 for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made) to the Party to be providing the indemnification (which notice shall identify the representation or warranty claimed to have been inaccurate, or the covenant claimed to have been breached, and shall state with reasonable particularity the nature of the asserted inaccuracy or breach)indemnifying party.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.), Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.)

Termination of Indemnification. The obligations to indemnify and hold harmless any Party a party hereto in respect of a breach of representation or warranty or covenant shall terminate when the applicable representation or warranty or covenant terminates pursuant to the terms of this AgreementSection 11A; 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 prior to the expiration of the applicable periodLimitation Date, previously made a claim by delivering a written notice of (stating in reasonable detail the nature of, and factual and legal basis for, any such claim pursuant to Section 8.5 for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made) to the Indemnifying Party to be providing the indemnification (which notice shall identify the representation or warranty claimed to have been inaccurate, or the covenant claimed to have been breached, and shall state in accordance with reasonable particularity the nature of the asserted inaccuracy or breach)this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Acadia Healthcare Company, Inc.)

Termination of Indemnification. The obligations to indemnify and hold harmless any Party a Person in respect of a breach of representation or warranty or covenant shall terminate when the applicable representation or warranty or covenant terminates pursuant to the terms of this AgreementSection 8A; 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 prior to the expiration termination of the applicable periodperiod set forth in Section 8A, previously made a claim by delivering a written notice of (stating in reasonable detail the nature of, and factual and legal basis for, any such claim pursuant to Section 8.5 for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made) to the Indemnifying Party to be providing the indemnification (which notice shall identify the representation or warranty claimed to have been inaccurate, or the covenant claimed to have been breached, and shall state in accordance with reasonable particularity the nature of the asserted inaccuracy or breach)this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ziff Davis Holdings Inc)

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Termination of Indemnification. The obligations to indemnify and hold harmless any Party a party hereto in respect of a breach of representation, warranty or covenant hereunder shall terminate when the applicable representation or warranty or covenant terminates pursuant to the terms of this AgreementSection 7.1; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person party to be indemnified shall have, before prior to the expiration of the applicable survival period, previously made a claim by delivering a written notice of (stating in reasonable detail the nature of, and factual and legal basis for, any such claim pursuant to Section 8.5 for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made) to the Party to be providing the indemnification (which notice shall identify the representation or warranty claimed to have been inaccurate, or the covenant claimed to have been breached, and shall state with reasonable particularity the nature of the asserted inaccuracy or breach)indemnifying party.

Appears in 1 contract

Samples: Purchase Agreement (Avery Dennison Corp)

Termination of Indemnification. The obligations to indemnify and hold harmless any an Indemnified Party in respect of a breach of representation or warranty or covenant shall terminate when the applicable representation or warranty or covenant terminates pursuant to the terms of this AgreementSection 8.07; 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 Indemnified Party shall have, before prior to the expiration of the applicable period, previously made a claim by delivering a written notice of (stating in reasonable detail the nature of, and factual and legal basis for, any such claim pursuant for indemnification, the amount thereof (if known and quantifiable) and the provisions of this Agreement upon which such claim for indemnification is made) to Section 8.5 to the Party to be providing the indemnification (which notice shall identify the representation or warranty claimed to have been inaccurate, or the covenant claimed to have been breached, and shall state with reasonable particularity the nature of the asserted inaccuracy or breach)an Indemnifying Party.

Appears in 1 contract

Samples: Securities Purchase Agreement (BG Staffing, Inc.)

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