Common use of Termination of Indemnities Clause in Contracts

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.

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 Agreement, Section 4(b)(ZZ) and 4(b)(ZZZ) hereof, 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, upon written instructions to the Escrow Agent in connection therewith by the indemnified party upon which the Escrow Agent shall be entitled to conclusively rely.

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 Agreement, Section 4(b)(ZZ) and 4(b)(ZZZ) hereof, 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, upon written instructions to the Escrow Agent in connection therewith by the indemnified party upon which the Escrow Agent shall be entitled to conclusively rely.