Termination of Indemnities Sample Clauses

Termination of Indemnities. Notwithstanding anything in this Agreement to the contrary, the obligations of the Shareholders and RSI to provide indemnification under this Agreement shall terminate and be extinguished forever at the close of business on June 30, 2001, except for (i) claims under Section 3 hereof and claims under Section 4 hereof that relate to the representations concerning authorization and benefit plan matters set forth in Sections 4(b), 4(r), 5(b) and 5(k) of the Merger Agreement and Sections 2.2 and 2.16 of the UK Agreement and the representations set forth in the Stock Purchase Agreement, which claims may be made until the expiration of the applicable statute of limitations; provided, however, that the obligations of the Shareholders and/or RSI to provide indemnification under this Agreement shall not terminate at such time with respect to any claim that has been properly asserted by delivering a notice of such claim to the indemnifying party in accordance with the terms hereof and such claim has not been paid or otherwise resolved as of the date on which such indemnity obligation would otherwise terminate pursuant to this Section 5(e). If a claim has been properly asserted and not paid or resolved as described above, the indemnity obligations of the Shareholders or RSI, as applicable, shall continue beyond June 30, 2001, but (i) the indemnity obligation shall continue only with respect to the claim in question, and only until such claim is paid or otherwise finally resolved, and (ii) any amounts in the Escrow Account not reasonably determined by the indemnified party to be needed to cover the disputed claim shall be released from the Escrow Account to the Shareholders or RSI, as applicable.
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Termination of Indemnities. The obligation of LBHI to provide any indemnity hereunder for the benefit of the Bank, including the indemnity provided by clause (B) of the first sentence of Section 1(a)(i) hereof, the second sentence of Section 2(a)(F) hereof and the first sentence of Section 2(e)(1) hereof shall (except with respect to a claim for which LBHI is already providing indemnification in accordance herewith) terminate and be of no further force or effect at such time as LBHI ceases to own and control, directly or indirectly, a majority of the shares of Aurora entitled to vote in the election of its directors. With respect to LBHI’s indemnification obligations hereunder, Aurora shall give LBHI prompt written notice of the assertion of any claim against which indemnification is sought hereunder and shall cooperate with LBHI in the defense of any such claim. LBHI shall be entitled, at its election, to assume the defense of any such claim with counsel of its choice, reasonably satisfactory to Aurora, unless there are defenses or cross claims available to Aurora that are in conflict with those available to LBHI.
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Termination of Indemnities. Notwithstanding anything herein to the contrary, no Party shall be entitled to indemnification under the Agreement, Addendum No. 1 or Addendum No. 2 from any other Party after the last day of the Indemnified Period except that Purchaser’s indemnity obligations under Section 3(c) of this Addendum No. 1 shall continue after the last day of the Indemnified Period.” 5.03 Notwithstanding Section 4.01 hereof, the obligations of Sellers contained in Sections 5.12 and 10 of the Agreement, Section 3(d) and 8.14 of Addendum No. 1, and the Severance Agreements shall survive the execution of this Addendum No. 2 and shall remain in full force and effect, subject to the terms thereof as amended by this Addendum No. 2. 5.04 Notwithstanding Section 4.02 hereof, the obligations of Purchaser contained in Section 10 of the Agreement, Section 3(c) of Addendum No. 1 and the Severance Agreements shall survive the execution of this Addendum No. 2 and shall remain in full force and effect, subject to the terms thereof as amended by this Addendum No. 2. The indemnity obligations of Purchaser under Section 3(c) of Addendum No. 1 are not subject to the limitations of Section 10.02(f) of the Agreement. 5.05 At the time the Agreement, Addendum No. 1, the Employment Agreement and the Transaction Documents were entered into, the name of the Purchaser was erroneously designated as CDC Business Solutions Corporation when the actual name of the Purchaser was CDC Business Solutions, Inc., a Delaware corporation. The Parties agree that for the purposes of the Agreement, Addendum No. 1, the Employment Agreement, the Transaction Documents, and this Xxxxxxxx Xx. 0, XXX Xxxxxxxx Solutions, Inc. and CDC Business Solutions Corporation shall be deemed to be one and the same corporation and all obligations undertaken and all agreements made in such documents under the name CDC Business Solutions Corporation are equally binding upon CDC Business Solutions, Inc. as though it had also signed such documents undertaking the same obligations and agreements that were undertaken and made therein under the name CDC Business Solutions Corporation and all such obligations and agreements continue as obligations and agreements of CDC Business Solutions, Inc. 5.06 Sellers shall not be liable to Purchaser or the Company for any Loss or liability only to the extent such Loss or liability is covered by insurance carried by or otherwise covering the Purchaser or the Company and then, only to the extent that the Purch...
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Related to Termination of Indemnities

  • Operation of Indemnities (a) Each indemnity in this document survives the expiry or termination of this document. (b) A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.

  • Termination of Indemnification The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; 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 (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the party to be providing the indemnification.

  • Limitation of Indemnity 3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Continuation of Indemnity All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

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