Indemnification Termination Date definition

Indemnification Termination Date shall have the meaning set forth in Section 8.8 of this Agreement.

Indemnification Termination Date shall have the meaning specified in Section 12.1(d).

Indemnification Termination Date means the date that is 15 months from the Closing Date.

Examples of Indemnification Termination Date in a sentence

• The obligations under this Article V to indemnify and hold harmless a party hereto with respect to any representation or warranty shall terminate twelve (12) months following the Closing Date (the “Indemnification Termination Date”), unless prior to the Indemnification Termination Date, the indemnified party has given notice of a claim for breach of representation or warranty to the indemnifying party which notice complies with Section 5.5 or Section 5.6 hereof, as the case may be.

• Prior to the applicable Indemnification Termination Date, upon timely notice to the OSH, Inc., the applicable Sponsor shall have the right (at its sole cost and expense) to assume control of any Tax Proceedings of any Tax Return or Taxes of any Sponsor Blocker for any period ending on or prior to the Contribution Date to the extent it could reasonably be expected to result in GA Blocker Indemnified Taxes or Newlight Blocker Indemnified Taxes and, with the prior written consent of OSH, Inc.

• Prior to the applicable Indemnification Termination Date, unless required by law, OSH Inc.

• It shall be a condition precedent to the indemnified party’s right to assert any claim with respect to any breach of a representation or warranty that, prior to the Indemnification Termination Date, the indemnified party shall have given notice to the indemnifying party of a claim for breach of such representation or warranty which notice complies with Section 5.5 or Section 6.6 hereof.

• The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement.

More Definitions of Indemnification Termination Date

Indemnification Termination Date has the meaning set forth in Section 6.1.

Indemnification Termination Date means the date that is the eighteen (18) month anniversary of the Closing Date (or the first Business Day thereafter).

Indemnification Termination Date shall have the meaning specified in Section 3.2 of the Escrow Agreement.

Indemnification Termination Date has the meaning given in Section 9.5(a).

Indemnification Termination Date means, in the case of GA Blocker Indemnified Taxes, the third anniversary of the filing of the U.S. federal Income Tax Return of the GA Blocker for the year including the Contribution Date (or, if earlier, the latest date such Income Tax Return could be timely filed with the IRS (after taking into account all appropriate extensions)) and, in the case of Newlight Blocker Indemnified Taxes, the third anniversary of the filing of the U.S. federal Income Tax Return for the Newlight Blocker for the year including the Contribution Date (or, if earlier, the latest date such Income Tax Return could be timely filed with the IRS (after taking into account all appropriate extensions)).

Indemnification Termination Date means the 12-month anniversary of the Closing Date.

Indemnification Termination Date has the meaning set forth in Section 7.1. “Indemnified Party” has the meaning set forth in Section 7.6(c). “Indemnified Taxes” means (i) any Tax of any of the Target Companies for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date as determined in Section 5.10(b)); (ii) any Tax of any Person other than a Target Company as result of any Target Company being a member of an Affiliated Group on or prior to the Closing Date (but including any taxable period of a Target Company for which such Target Company was a member of an Affiliated Group of which the Company or another Target Company was not the common parent); and (iii) Taxes resulting solely from a breach by the Seller or any Target Company of any covenant or other agreement in Section 5.10. Notwithstanding the foregoing, Indemnified Taxes shall exclude the following Taxes: