Common use of Termination of Indemnification Clause in Contracts

Termination of Indemnification. Except with respect to fraud, willful or intentional misrepresentation, willful misconduct or willful concealment by or on behalf of Seller or Purchaser: (a) The obligations to indemnify and hold harmless any Indemnitee pursuant to Section 8.02(a)(i)(B) or Section 8.03(a)(i)(B) shall terminate on the date that is twelve (12) months after the Closing Date; provided, however, that the obligations to indemnify and hold harmless any Indemnitee shall not terminate with respect to any and all Third-Party Claims and Direct Claims (together, “Claims”) that such Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved. (b) The obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(A), 8.02(a)(i)(C), 8.02(a)(ii), 8.03(a)(i)(A), 8.03(a)(i)(C) and 8.03(a)(ii) shall not terminate. (c) The obligations to indemnify and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(iv) shall terminate 60 days after the expiration of the applicable Tax-related statute of limitations (as it may be extended) applicable to the subject matter of the Tax indemnity in question; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate with respect to any and all Claims that such Purchaser Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved.

Termination of Indemnification. Except with respect to fraud, willful or intentional misrepresentation, willful misconduct or willful concealment by or on behalf of Seller or Purchaser: (a) The obligations to indemnify and hold harmless any Indemnitee an Indemnified Party hereto (i) pursuant to Sections 6.1(a)(i) and 6.2(a)(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.02(a)(i)(B6.5(b) or and (ii) pursuant to the other clauses of Sections 6.1(a) and 6.2(a) shall terminate on the expiration of any statute of limitations applicable thereto; provided, however, that as to clause (i) above such obligation to indemnify and hold harmless shall not terminate with respect to any Losses as to which the Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by delivering a written notice of such claim to the Indemnifying Party in accordance with Section 8.03(a)(i)(B6.4. (b) All representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except in the case of intentional fraud, (i) the Specified Representations and the representations and warranties set forth in Sections 4.1, 4.2(a) and 4.5 shall terminate on the expiration of the statute of limitations applicable thereto, and (ii) the representations and warranties contained in this Agreement other than the Specified Representations and the representations and warranties set forth in Sections 4.1, 4.2(a) and 4.5 shall terminate on the date that is twelve (12) 15 months after the Closing Date; provided, howeverfurther, that such covenants and agreements of the obligations to indemnify and hold harmless any Indemnitee shall not terminate with respect to any and all Third-Party Claims and Direct Claims (together, “Claims”) that such Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations Parties shall survive until all such Claims they are finally resolved. (b) The obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(A)fully performed or, 8.02(a)(i)(C)if earlier, 8.02(a)(ii), 8.03(a)(i)(A), 8.03(a)(i)(C) and 8.03(a)(ii) shall not terminate. (c) The obligations to indemnify and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(iv) shall terminate 60 days after until the expiration thereof set forth in the terms of such covenants and agreements. It is the express intent of the applicable Tax-related parties that each termination or expiration date contemplated by this Section 6.5(b)(ii) may be shorter than the statute of limitations (as it that may be extended) otherwise apply, and by contract, the applicable to the subject matter statute of the Tax indemnity in question; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate with respect to any and all Claims that such Purchaser Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolvedlimitations is hereby reduced.

Termination of Indemnification. Except with respect to fraud, willful or intentional misrepresentation, willful misconduct or willful concealment Actual Fraud by or on behalf of the Company, Seller or PurchaserBuyer: (a) The obligations to indemnify and hold harmless any Indemnitee pursuant to Section 8.02(a)(i)(B9.02(a)(i)(B) (and Section 9.02(a)(v) as it relates to Section 9.02(a)(i)(B)) or Section 8.03(a)(i)(B9.03(a)(i)(B) (and Section 9.03(a)(iii) as it relates to Section 9.03(a)(i)(B)) shall terminate on the date that is twelve eighteen (1218) months after the Closing Date; provided, however, that the obligations to indemnify and hold harmless any Indemnitee shall not terminate with respect to any and all Third-Party Claims and Direct Claims (together, “Claims”) that such Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved. (b) The obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(A), 8.02(a)(i)(C), 8.02(a)(ii), 8.03(a)(i)(A), 8.03(a)(i)(C) and 8.03(a)(ii) shall not terminate. (c) The obligations to indemnify and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(ivSection 9.02(b) shall terminate 60 days after the expiration of the applicable Tax-related relevant statute of limitations (as it may be extended) applicable with respect to the subject matter of the Tax indemnity in questiontax Liabilities, taking into account extensions thereof; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate with respect to any and all Claims that such Purchaser Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved. (c) The obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 9.02(a)(i)(A), 9.02(a)(ii), 9.02(a)(iii), 9.02(a)(iv) and 9.02(a)(v) (as it relates to the foregoing), 9.03(a)(i)(A), 9.03(a)(ii) and 9.03(a)(iii) (as it relates to the foregoing) shall not terminate.

Termination of Indemnification. Except with respect to fraud, willful or intentional misrepresentation, willful misconduct or willful concealment by or on behalf of Seller or Purchaser: (a) The obligations to indemnify and hold -------------------------------- harmless any Indemnitee a party hereto, (a) pursuant to Section 8.02(a)(i)(B) or Section 8.03(a)(i)(B) 13.1, shall terminate at the ------------ close of business on the date that is twelve (12) months three years after the Closing Effective Date; provided, however(i) except with regard to Environmental Losses for which Seller Parties, that or the Prior Owner Indemnitor, as the case may be, have obtained a closure permit or notice of closure pursuant to subparagraph 13.1(f), at which xxxx Xxxxxx Parties' obligation to indemnify and hold Buyer Parties harmless shall terminate, and (ii) except with regard to Environmental Losses attributable to the Retained Environmental Claims which obligations to indemnify and hold harmless any Indemnitee shall not terminate and will continue indefinitely unless and until Seller Parties, or the Prior Owner Indemnitor, as the case may be, have obtained a closure permit or notice of closure pursuant to subparagraph 13.1(f), at which xxxx Xxxxxx Parties', or the Prior Owner Indemnitor's, as the case may be, obligation to indemnify and hold Buyer Parties harmless shall terminate; (b) pursuant to Sections 13.2(a) and 13.3(a), shall terminate when the applicable ---------------- ------- representation or warranty terminates pursuant to Section 13.9 and (c) pursuant ------------ to the other clauses contained in Sections 13.2 and 13.3 shall not terminate; ------------- ---- provided however, that as to clauses (a) and (b) above such obligations to ---------------- indemnify and hold harmless shall not terminate with respect to any and all Third-Party Claims and Direct Claims (together, “Claims”) that item as to which the person to be indemnified or the related party thereto shall have previously made a Claim by delivering a notice of such Indemnitee hasclaim, before the expiration of the applicable period (stating in reasonable detail the basis of such period, previously asserted against the indemnifying party by delivering a notice Claim) to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolvedparty. (b) The obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(A), 8.02(a)(i)(C), 8.02(a)(ii), 8.03(a)(i)(A), 8.03(a)(i)(C) and 8.03(a)(ii) shall not terminate. (c) The obligations to indemnify and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(iv) shall terminate 60 days after the expiration of the applicable Tax-related statute of limitations (as it may be extended) applicable to the subject matter of the Tax indemnity in question; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate with respect to any and all Claims that such Purchaser Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved.

Termination of Indemnification. Except with respect to fraud, willful or intentional misrepresentation, willful misconduct or willful concealment by or on behalf of Seller or Purchaser: (a) The obligations to indemnify and hold harmless any an Indemnitee pursuant to (i) Section 8.02(a)(i)(B10.01(a) or and Section 8.03(a)(i)(B) 10.02(a), shall terminate on when the date that applicable representation or warranty terminates pursuant to Section 10.07(b) below, and (ii) the other clauses of Section 10.01 and Section 10.02, shall survive and remain in full force for the applicable periods described therein or, if no such period is twelve (12) months after the Closing Datespecified, indefinitely; provided, however, that for the avoidance of doubt, there shall be no time limit, other than applicable statute of limitations, for indemnification claims brought by Seller arising from Section 10.02(c) and by Purchaser arising from Section 10.03(c); provided further, however, that as to foregoing clause (i) such obligations to indemnify and hold harmless any Indemnitee shall not terminate with respect to any and all Third-item as to which the Indemnitee or the related Party Claims and Direct Claims (together, “Claims”) that such Indemnitee hasthereto shall have, before the expiration of such the applicable period, previously asserted against the indemnifying party made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolvedIndemnitor. (b) The obligations representations and warranties of Seller contained in Article V shall survive the Closing solely for purposes of Section 10.01(a) and shall terminate at the close of business on the 12-month anniversary following the Closing Date (other than with respect to indemnify those representations and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(Awarranties of Seller contained in Section 5.01, Section 5.02, and Section 5.03(b), 8.02(a)(i)(C)which shall survive indefinitely, 8.02(a)(ii)and those representations and warranties contained in Section 5.08, 8.03(a)(i)(A), 8.03(a)(i)(C) which shall survive the Closing Date and 8.03(a)(ii) shall not terminate. (c) The obligations to indemnify and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(iv) shall terminate expire 60 days after the expiration of the applicable Tax-related statute of limitations limitations), and the representations and warranties of Purchaser contained in Article VII shall survive the Closing solely for purposes of Section 10.02(a), and shall terminate at the close of business on the 12 month anniversary following the Closing Date (as it may be extended) applicable to the subject matter of the Tax indemnity in question; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate other than with respect to any those representations and all Claims that such warranties of Purchaser Indemnitee hascontained in Section 7.01, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this AgreementSection 7.02 and Section 7.05, which obligations shall survive until all such Claims are finally resolvedindefinitely).

Termination of Indemnification. Except with respect to fraud, willful or intentional misrepresentation, willful misconduct or willful concealment by or on behalf of Seller or Purchaser: (a) The obligations to indemnify and hold ------------------------------ harmless any Indemnitee a party hereto: (a) pursuant to clause (i) of Section 8.02(a)(i)(B9.1 and clause (i) or of Section 8.03(a)(i)(B) 9.2, shall terminate on the date that is twelve (12) months earlier of October 31, 1998 or 120 days after the end of the first full, 12-month fiscal year of Buyer following the Closing in respect of which audited financial statements of Buyer shall have been prepared (the "Expiration Date"); provided, however, that the obligations to indemnify and hold harmless a party hereto pursuant to clause (i) of Section 9.1 and clause (i) of Section 9.2 (X) with respect to the breach of any Indemnitee representation or warranty contained in Section 2.1, 2.2, 3.1 or 3.2 hereof, or in Section 2.1 or 2.2 of the CDM Agreement, shall not terminate, (Y) with respect to the breach of any representation or warranty contained in Section 2.4, 2.11 or 2.16, shall terminate on the date that is four years after the Closing, and (Z) with respect to the breach of any representation and warranty contained in Section 2.5, shall terminate on the last day of the applicable statute of limitations; (b) pursuant to clause (ii) of Section 9.1 shall survive indefinitely (except the obligations to indemnify and hold harmless with respect to a breach of any covenant set forth in Sections 5.1 and 5.2 shall terminate on the Expiration Date); and (c) pursuant to the other clauses of Section 9.1 and of Section 9.2 hereof, shall not terminate; provided, however, that as to clause (a) or (b) above such obligations to indemnify and hold harmless shall not terminate with respect to any and all Third-Party Claims and Direct Claims item as to which the person to be indemnified (together, “Claims”or the related party thereof) that such Indemnitee hasshall have, before the expiration of such the applicable period, previously asserted against the indemnifying party made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolvedto be providing the indemnification. (b) The obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(A), 8.02(a)(i)(C), 8.02(a)(ii), 8.03(a)(i)(A), 8.03(a)(i)(C) and 8.03(a)(ii) shall not terminate. (c) The obligations to indemnify and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(iv) shall terminate 60 days after the expiration of the applicable Tax-related statute of limitations (as it may be extended) applicable to the subject matter of the Tax indemnity in question; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate with respect to any and all Claims that such Purchaser Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved.

Termination of Indemnification. Except with respect to fraud, willful or intentional misrepresentation, willful misconduct or willful concealment by or on behalf The obligation of Seller or Purchaser: (a) The obligations to indemnify and hold harmless Purchaser or any Indemnitee pursuant to Section 8.02(a)(i)(B) or Section 8.03(a)(i)(B) other Person for breaches of Seller’s representations and warranties shall terminate on the date that is twelve thirty-six (1236) months after the Closing Date; provided, however, that Seller’s obligations with respect to (A) the obligations representations and warranties contained in Section 3.1, 3.2, 3.3 and 3.18 shall survive indefinitely and (B) the representations and warranties contained in Section 3.13 shall survive until the expiration of the statute of limitations applicable to the matters covered thereby. The obligation of Purchaser to indemnify and hold harmless Seller or any Indemnitee other Person for breaches of Purchaser’s representations and warranties shall terminate thirty-six (36) months after the Closing Date; provided, however, that Purchaser’s obligations with respect to the representations and warranties contained in Sections 4.1, 4.2 and 4.6 shall survive indefinitely. The obligation of Seller to indemnify and hold harmless Purchaser or any other Person pursuant to Sections 8.1(a)(iii) and (viii) shall terminate thirty-six (36) months after the Closing Date. The obligation of Seller to indemnify and hold harmless Purchaser or any other Person pursuant to Sections 8.1(a)(v), (vi), (vii) and (ix) shall survive indefinitely. The obligation of Seller to indemnify and hold harmless Purchaser or any other Person pursuant to Sections 8.1(a)(iv) shall terminate thirty-six (36) months after the Closing Date, provided, however, that with respect to any obligations to any Employee under any of the Seller’s employee pension benefit plans, the obligation of Seller to indemnify and hold harmless Purchaser or any other Person shall survive indefinitely. The obligation of the Purchaser to indemnify and hold harmless Seller or any Person pursuant to Section 8.2(a)(iii), (vi), (vii) shall terminate thirty-six (36) months after the Closing Date. The obligation of Purchaser to indemnify and hold harmless Seller or any other Person pursuant to Sections 8.2(a)(iv) and (v), shall survive indefinitely. The obligations of Seller to indemnify and hold harmless Purchaser or any other Person pursuant to Section 8.3 shall terminate as provided therein. The obligations of each of Seller and Purchaser, as the case may be, to indemnify the other party hereto or any other Person pursuant to Section 5.11 shall terminate as provided therein. The obligations of each of Seller and Purchaser, as the case may be, to indemnify the other party hereto or any other Person for breaches of Sections 8.1(a)(ii) and 8.2(a)(ii), as the case may be, shall terminate sixty (60) months after the Closing Date, provided, however, (i) that the obligation to indemnify for breaches of the covenants contained in Section 1.3 shall terminate thirty-six (36) months after the Closing Date, (ii) the obligation to indemnify for breaches of covenants contained in Section 5.11 shall survive until the expiration of the statute of limitations applicable to the matters covered thereby and (iii) the obligation to indemnify for breaches of those covenants which by their terms continue for a longer period (including those set forth in Section 5.15) shall continue for such longer period and then terminate. Notwithstanding the foregoing, the obligation of each of Seller and Purchaser, as the case may be, to indemnify and hold harmless the other party hereto or any other Person pursuant to this Article VIII shall not terminate with respect to any and all Third-Party Claims and Direct Claims (togetheritem as to which Seller or Purchaser, “Claims”) that such Indemnitee hasas the case may be, shall have, before the expiration of such the applicable period, previously asserted against the indemnifying party made a claim by delivering a notice pursuant to this Article VIII (stating in reasonable detail the basis of such claim) to the indemnifying other party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolvedhereto. (b) The obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(A), 8.02(a)(i)(C), 8.02(a)(ii), 8.03(a)(i)(A), 8.03(a)(i)(C) and 8.03(a)(ii) shall not terminate. (c) The obligations to indemnify and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(iv) shall terminate 60 days after the expiration of the applicable Tax-related statute of limitations (as it may be extended) applicable to the subject matter of the Tax indemnity in question; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate with respect to any and all Claims that such Purchaser Indemnitee has, before the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved.

Termination of Indemnification. (a) Except as provided in ------------------------------ Subsection (b) or (c) below, the indemnification obligations provided for in this Article XI shall terminate (x) with respect to fraudany claim based on a failure to perform any covenant of an Indemnifying Party or the failure of an Indemnifying Party to perform any obligation, willful one year after discovery of such breach or intentional misrepresentationfailure by such Indemnified Party (unless a Claim Notice with respect to such claim shall have been given prior to the expiration of such period) and (y) with respect to a claim based on any inaccuracy of any representation or warranty of an Indemnifying Party, willful misconduct or willful concealment by or on behalf of Seller or Purchaser: eighteen (a) The obligations to indemnify and hold harmless any Indemnitee pursuant to Section 8.02(a)(i)(B) or Section 8.03(a)(i)(B) shall terminate on the date that is twelve (1218) months after the Closing Date; provided, however, that the obligations to indemnify and hold harmless any Indemnitee shall not terminate Date (unless a Claim Notice with respect to any and all Third-Party Claims and Direct Claims (together, “Claims”) that such Indemnitee has, before claim shall have been given prior to the expiration of such period, previously asserted against the indemnifying party by delivering a notice to the indemnifying party in accordance with this Agreement, which obligations shall survive until all such Claims are finally resolved). (b) The Notwithstanding Subsection (a) above, (i) the indemnification obligations to indemnify and hold harmless any Indemnitee pursuant to Sections 8.02(a)(i)(A), 8.02(a)(i)(C), 8.02(a)(ii), 8.03(a)(i)(A), 8.03(a)(i)(Cof BDM set forth in Section 11.1(b) and 8.03(a)(iiwith respect to any claim based on any inaccuracy of any of the representations and warranties set forth in Subsections 2.1, 2.2, 2.3, 2.4, 2.5, 2.13 and 2.14 shall survive indefinitely, and (ii) shall not terminate. (c) The the indemnification obligations of BDM with respect to indemnify any claim based on any inaccuracy of any of the Tax representations and hold harmless any Purchaser Indemnitee pursuant to Sections 8.02(a)(iii) and 8.02(a)(iv) warranties set forth in Subsection 2.11 shall terminate 60 days after the expiration of the applicable Tax-related statute of limitations (as it may be extended) applicable to the subject matter of the Tax indemnity in question; provided, however, that the obligations to indemnify and hold harmless any Purchaser Indemnitee shall not terminate unless a Claim Notice with respect to any and all Claims that such Purchaser Indemnitee has, before claim shall have been given prior to the expiration of such period). (c) Notwithstanding Subsection (a) above, previously asserted against the indemnifying party by delivering a notice indemnification obligations of Dentsu with respect to any claim based on any inaccuracy of any of the indemnifying party representations and warranties set forth in accordance with this AgreementSubsections 3.1, which obligations 3.2, 3.3, 3.4, 3.5 and 3.6 shall survive until all such Claims are finally resolvedindefinitely.