Expiration of Indemnities Sample Clauses

Expiration of Indemnities. The representations and warranties and rights of indemnification of this Agreement shall expire three years after the Closing Date.
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Expiration of Indemnities. Lessee’s liability for the various indemnities under Sections 14, 18, and 26 shall terminate on the second anniversary of the termination of this Lease. However, Lessee’s liability for the indemnity under Section 6.6 shall not terminate.
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Expiration of Indemnities. 83 SECTION 10.06 Indemnification Claims; Interest.......................... 83 SECTION 10.07 Tax Claims; Certain Contest Rights........................ 84 SECTION 10.08 No Right of Offset........................................ 86 SECTION 10.09 Exclusive Remedy.......................................... 86 -iii- ARTICLE XI DEFINITIONS................................................ 86
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Expiration of Indemnities. (a) The indemnification obligations of the Stockholders set forth in Section 10.02(a)(ii) for covenants and agreements required to be performed, in whole or in part, after the Closing, and in Sections 10.02(a)(iii) and 10.02(a)(iv) shall not expire. The remaining indemnification obligations of the Stockholders set forth in Sections 10.02(a)(i), 10.02(a)(ii) and 10.02(a)(v) shall expire upon the last to occur of:
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Expiration of Indemnities. The indemnity obligations hereunder for those matters set forth in Sections 9.2 and 9.3 shall survive Closing and shall not be subject to termination or otherwise limited in time. The indemnity obligations under Section 7.8(c), Section 9.1 and 9.4 shall survive the Closing and shall remain effective until the sixtieth (60th) day following the expiration of the applicable statute of limitation, following which such indemnities shall terminate and be of no further force or effect in respect of any claim not properly asserted thereunder prior to such date.
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Expiration of Indemnities. All rights to indemnity under this Article shall expire and terminate twelve (12) months after the Closing Date, except that (i) rights to indemnity with respect to Fundamental Representations shall survive until twelve (12) months following the Closing Date, except with respect to any representations and warranties addressing Taxes which shall survive until thirty (30) days after the expiration of the statute of limitations applicable to such matters; provided, however, that no indemnity shall apply to any Fundamental Representation where the alleged breach was not attributable to actions or inactions of Seller prior to the Closing Date; (ii) rights to indemnity with respect to Assumed Liabilities and Excluded Liabilities shall continue indefinitely; and (iii) if written notice of a claim under this Article by any person having rights to indemnity under this Article is given to the party from which indemnification is sought, prior to the foregoing expiration or termination date that would apply to such claim, then the all rights to indemnity in respect of such claim shall survive until the claim is finally resolved, including by a final, nonappealable order of a court of competent jurisdiction.
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Related to Expiration of Indemnities

  • Operation of Indemnities Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Company or the Servicer has made any indemnity payments to the Trustee pursuant to this Article and the Trustee thereafter collects any of such amounts from others, the Trust will repay such amounts collected to the Company or the Servicer, as the case may be, without interest.

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto 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) to the indemnifying party.

  • Limitation of Indemnity 31.3.1 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.

  • 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.

  • 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.

  • Survival of Indemnities All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and 10.13 hereof, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

  • 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.

  • 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.

  • 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:

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