Common use of Termination of Indemnification Obligations Clause in Contracts

Termination of Indemnification Obligations. Except as set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survive the Closing, including surviving the sale or other transfer by any party to this Agreement of any assets or businesses or the assignment by any party of any Liabilities. The obligations of each Party to indemnify, defend and hold harmless Indemnified Parties (i) pursuant to Sections 9.1(i) and 9.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 12.4, (ii) pursuant to Sections 9.1(ii) and 9.2(ii) shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof, other than extensions caused by the applicable Indemnified Party) and (iii) pursuant to Sections 9.1(iii), 9.1(iv), 9.2(iii) and 9.2(iv) shall continue without time limitation and shall not terminate at any time; provided, however, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual claim as to which the Indemnified Party shall have, before the expiration of the applicable period, previously delivered a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Termination of Indemnification Obligations. Except as set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survive the Closingsurvive, including surviving the sale or other transfer by any party to this Agreement of any assets or businesses or the assignment by any party of any Liabilities. The obligations of each Party to indemnify, defend and hold harmless Indemnified Parties (i) pursuant to Sections 9.1(i8.1(i) and 9.2(i8.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 12.4, 11.4 and (ii) pursuant to Sections 9.1(ii8.1(ii) and 9.2(ii8.2(ii) shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof, other than extensions caused by the applicable Indemnified Party) and (iii) pursuant to Sections 9.1(iii), 9.1(iv), 9.2(iii) and 9.2(iv) shall continue without time limitation and shall not terminate at any time; provided, however, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual claim as to which the Indemnified Party shall have, before the expiration of the applicable period, previously delivered a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Termination of Indemnification Obligations. Except as set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survive the Closingsurvive, including surviving the sale or other transfer by any party to this Agreement of any assets or businesses or the assignment by any party of any Liabilities. The obligations of each Party to indemnify, defend and hold harmless Indemnified Parties (i) pursuant to Sections 9.1(i8.1(i) and 9.2(i8.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 12.4, 11.4 and (ii) pursuant to Sections 9.1(ii8.1(ii) and 9.2(ii8.2(ii) shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof, other than extensions caused by the applicable Indemnified Party) and (iii) pursuant to Sections 9.1(iii); PROVIDED, 9.1(iv), 9.2(iii) and 9.2(iv) shall continue without time limitation and shall not terminate at any time; provided, howeverHOWEVER, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual claim as to which the Indemnified Party shall have, before the expiration of the applicable period, previously delivered a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Termination of Indemnification Obligations. Except as set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survive the Closing, including surviving the sale or other transfer by any party to this Agreement of any assets or businesses or the assignment by any party of any Liabilities. The obligations of each Party to indemnify, defend and hold harmless Indemnified Parties (i) pursuant to Sections 9.1(i) and 9.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 12.4, (ii) pursuant to Sections 9.1(ii) and 9.2(ii) shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof, other than extensions caused by the applicable Indemnified Party) and (iii) pursuant to Sections 9.1(iii), 9.1(iv), 9.2(iii) and 9.2(iv9.2(iii) shall continue without time limitation and shall not terminate at any time; provided, however, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual claim as to which the Indemnified Party shall have, before the expiration of the applicable period, previously delivered a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Termination of Indemnification Obligations. Except as set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survive the Closing, including surviving the sale or other transfer by any party to this Agreement of any assets or businesses or the assignment by any party of any Liabilities. The obligations of each Party to indemnify, defend and hold harmless Indemnified Parties (i) pursuant to Sections 9.1(i) and 9.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 12.4, (ii) pursuant to Sections 9.1(ii) and 9.2(ii) shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof, other than extensions caused by the applicable Indemnified Party) and (iii) pursuant to Sections 9.1(iii), 9.1(iv), Section 9.2(iii) and 9.2(iv) shall continue without time limitation and shall not terminate at any time; provided, however, that as to clauses (i) and (ii) above, such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual claim as to which the Indemnified Party shall have, before the expiration of the applicable period, previously delivered a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Termination of Indemnification Obligations. Except as The indemnification obligations pursuant to Section 9.1 and Section 9.2 hereof with respect to (i) representations and warranties set forth herein shall terminate at the end of the applicable survival period set forth in the following sentence, the indemnification obligations of each of Seller and Purchaser hereunder will survive the Closing, including surviving the sale or other transfer by any party to this Agreement of any assets or businesses or the assignment by any party of any Liabilities. The obligations of each Party to indemnify, defend and hold harmless Indemnified Parties (i) pursuant to Sections 9.1(i) and 9.2(i), shall terminate when the applicable representation or warranty expires pursuant to Section 12.411.3 hereof, (ii) pursuant to covenants set forth herein shall terminate on the date which is 18 months after the Closing Date (or such later time as may be expressly set forth in such covenant), (iii) the items described in Sections 9.1(ii9.1(e), 9.1(f) and 9.2(ii9.2(c) hereof shall terminate upon the expiration of all applicable statutes of limitation (giving effect to any extensions thereof, other than extensions caused by the applicable Indemnified Partystatute of limitations and (iv) the items described in Sections 9.1(i) and (iii9.2(d) pursuant to Sections 9.1(iii), 9.1(iv), 9.2(iii) and 9.2(iv) hereof shall continue without time limitation and shall not terminate at any timeon the third anniversary of the Closing Date; provided, however, that as to clauses (i) and (ii) above, such indemnification obligations to indemnify, defend and hold harmless shall not terminate with respect to (a) any individual claim item as to which the Indemnified Party shall have, before the expiration of the applicable such period, previously delivered made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying PartyParty in accordance with Section 9.4 hereof; and (b) the items described in Section 9.1(c), 9.1 (d), 9.1(g) or 9.1(h) hereof.