Common use of Survival; Effect of Materiality Qualifiers Clause in Contracts

Survival; Effect of Materiality Qualifiers. (a) The representations and warranties of Seller and Purchaser contained in Article III shall survive the Closing and will remain in full force and effect until the date that is 12 months after the Closing Date, at which time they will terminate (and no claims with respect to such representations and warranties shall be made by any Person for indemnification thereafter), except that the representations and warranties contained in (i) Section 3.2(k) (Environmental Matters) and 3.2(s) (Prohibited Payments) shall survive the Closing and remain in full force and effect until the date that is three years after the Closing Date, (ii) Section 3.2(l) (Taxes) shall survive the Closing and shall terminate 30 days after the expiration of the applicable statute of limitations and (iii) Sections 3.1(d) (Ownership of Global, Holding and Company Shares), 3.2(b) (Capitalization) and 3.2(c)(ii) (Subsidiary Equity Interests) (collectively, the “Fundamental Seller Representations”) and in Section 3.3(j) (Purchaser Shares) (collectively, the “Fundamental Purchaser Representations”) shall survive the Closing until the date that is 10 years after the Closing Date. All covenants and other agreements in this Agreement to the extent that by their terms are to be performed prior to the Closing shall survive the Closing until the date that is 12 months after the Closing Date, at which time they shall terminate (and no claims with respect to such covenants and agreements shall be made by any Person for indemnification thereafter) and all other covenants and agreements in this Agreement shall survive the Closing indefinitely. (b) In determining whether any representation or warranty in this Agreement was true and correct as of any particular date and the amount of any Damages in respect of the failure of any such representation or warranty to be true and correct as of any particular date, any qualification or limitation as to materiality (whether by reference to material adverse effect or otherwise) or knowledge contained in such representation or warranty shall be disregarded (other than in the case of the representation and warranty contained in Section 3.2(o)(i)(J), as to which such qualifications and limitations shall not be disregarded).

Survival; Effect of Materiality Qualifiers. (a) The representations and warranties of Seller Vodafone under this Agreement shall terminate on the Closing Date, except that (x) the representations and Purchaser contained warranties in Article III Sections 3.1, 3.2 and 3.12 shall survive the Closing and will remain in full force and effect until the date that is 12 twelve (12) months after the Closing Date, at which time they will terminate and (and no claims with respect to such representations and warranties shall be made by any Person for indemnification thereafter), except that y) the representations and warranties contained in (i) Section 3.2(k) (Environmental Matters) Sections 3.7(b), 3.8 and 3.2(s) (Prohibited Payments) 3.9 shall survive the Closing and remain in full force and effect until the date that is three years after the Closing Date, thirty (ii30) Section 3.2(l) (Taxes) shall survive the Closing and shall terminate 30 days after the expiration of the applicable statute of limitations limitations, at which time they will terminate. The representations and (iii) warranties of Verizon under this Agreement shall terminate on the Closing Date, except that the representations and warranties in Sections 3.1(d) (Ownership of Global4.1, Holding 4.3 and Company Shares), 3.2(b) (Capitalization) and 3.2(c)(ii) (Subsidiary Equity Interests) (collectively, the “Fundamental Seller Representations”) and in Section 3.3(j) (Purchaser Shares) (collectively, the “Fundamental Purchaser Representations”) 4.16 shall survive the Closing until the date that is 10 years after the Closing Date. All covenants and other agreements in this Agreement to the extent that by their terms are to be performed prior to the Closing shall survive the Closing until the date that is 12 twelve (12) months after the Closing Date, at which time they will terminate. The covenants and other agreements of the parties under this Agreement or in any instrument delivered pursuant to this Agreement that specify performance prior to the Closing Date (other than Sections 5.1, 5.17 and 5.18, which shall terminate on the Closing Date, provided, that the covenants contained in Section 5.1 and 5.18(f) shall, for purposes of indemnification pursuant to Section 9.2(c), survive until thirty (and no claims with respect to such 30) days after the expiration of the applicable statute of limitations) shall survive the Closing until the expiration of twelve (12) months after the Closing Date, at which time they will terminate. The covenants and other agreements of the parties under this Agreement or in any instrument delivered pursuant to this Agreement that specify performance following the Closing Date shall survive the Closing in accordance with their terms. Notwithstanding the preceding sentences, any breach or inaccuracy of any representation or warranty or any breach of any covenant or agreement in respect of which indemnity may be made by any Person for indemnification thereafter) and all other covenants and agreements in sought under this Agreement shall survive the Closing indefinitelytime at which it would otherwise terminate pursuant to the preceding sentences, if written notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time. (b) In Following the Closing, in determining whether any representation or warranty in this Agreement was true and correct as of any particular date and the amount of any Damages in respect of the failure of any such representation or warranty to be true and correct as of any particular date, any qualification or limitation as to materiality (whether by reference to material adverse effect “Vodafone Material Adverse Effect”, “Verizon Material Adverse Effect” or otherwise) or knowledge contained in such representation or warranty shall be disregarded (other than in the case of the representation and warranty contained in Section 3.2(o)(i)(J), as to which such qualifications and limitations shall not be disregarded).

Survival; Effect of Materiality Qualifiers. (a) The representations and warranties of Seller Sellers and Purchaser Buyer Parent contained in Article III this Agreement shall survive the Closing for the period set forth in this Section 12.1. All representations and will remain warranties contained in full force this Agreement and effect until all claims with respect thereto shall terminate upon the date that is 12 expiration of fifteen (15) months after the Closing Date, at which time they will terminate (and no claims with respect to such representations and warranties shall be made by any Person for indemnification thereafter), except that (a) the representations and warranties contained in Section 4.1 [Qualification, Organization, Subsidiaries, Etc.], Section 4.2 [Corporate Authority Relative to this Agreement; No Violation], Section 4.6 [Transferred Entities] (i) together, the “Seller Fundamental Representations”), Section 3.2(k) 5.2 [Share Capital] and Section 5.3 [Corporate Authority Relative to this Agreement; No Violation] (Environmental Matterstogether, the “Buyer Fundamental Representations”) and 3.2(s) (Prohibited Payments) all claims with respect thereto shall survive forever, and (b) the Closing representations and remain warranties contained in full force Section 4.14 [Tax Matters] and effect until the date that is three years after the Closing Date, (ii) Section 3.2(l) (Taxes) all claims with respect thereto shall survive the Closing and shall terminate 30 days after until the expiration of the applicable statute of limitations and (iii) Sections 3.1(d) (Ownership limitations, giving effect to any extensions thereof. In the event that notice of Globalany claim for indemnification under this Article XII has been given pursuant to Section 12.4 or Section 12.5, Holding and Company Shares)as the case may be, 3.2(b) (Capitalization) and 3.2(c)(ii) (Subsidiary Equity Interests) (collectivelywithin the applicable survival period, the “Fundamental Seller Representations”) representations and in Section 3.3(j) warranties that are the subject of such indemnification claim (Purchaser Shares) (collectively, and the “Fundamental Purchaser Representations”right to pursue such claim) shall survive the Closing until the date that is 10 years after the Closing Date. All covenants and other agreements in this Agreement to the extent that by their terms are to be performed prior to the Closing shall survive the Closing until the date that is 12 months after the Closing Date, at which time they shall terminate (and no claims with respect to such covenants claim until such time as such claim is finally resolved. It is the intention of the Parties that the survival periods and agreements termination date set forth in this Section 12.1 supersede a statute of limitation applicable to such representations and warranties or claim with respect thereof. The right of a Person to any remedy pursuant to this Article XII shall not be made affected by any investigation or examination conducted, or any knowledge possessed or acquired (or capable of being possessed or acquired), by such Person for indemnification thereafter) and all other covenants and agreements in this Agreement shall survive at any time concerning any circumstance, action, omission or event relating to the Closing indefinitelyaccuracy or performance of any representation, warranty, covenant or obligation. (b) In determining whether any representation or warranty in this Agreement was true and correct as of any particular date and the amount of any Damages Losses in respect of the failure of any such representation or warranty to be true and correct as of any particular date, any qualification or limitation as to materiality (whether by reference to material adverse effect or otherwise) or knowledge contained in such representation or warranty shall be disregarded (other than in the case of the representation and warranty contained in disregarded; provided that this Section 3.2(o)(i)(J), as to which such qualifications and limitations 12.1(b) shall not be disregarded)apply to the representations and warranties in Sections 4.3 [Financial Information], 4.9 [Absence of Certain Changes or Events], 4.10(a) [Business Contracts] 4.20 [Acquired Assets] and 4.22 [No Undisclosed Liabilities].

Survival; Effect of Materiality Qualifiers. (a) The representations and warranties in this Agreement shall survive the Closing as follows: (i) the representations and warranties in Section 3.1 (Sellers’ Partnership/ Corporate Matters), Section 3.3 (Ownership of Seller Interests) and Purchaser contained Section 4.1 (Partnership/Corporate Matters) (other than Section 4.1(g)) shall survive the Closing indefinitely; (ii) the representations and warranties in Article III Section 4.5 (Taxes), Section 4.8 (Employee Benefits), Section 4.12 (Intellectual Property), and Section 4.14 (Environmental Matters) shall survive the Closing and will remain in full force and effect not terminate until the date that is 12 months after the Closing Date, at which time they will terminate (and no claims with respect to such representations and warranties shall be made by any Person for indemnification thereafter), except that the representations and warranties contained in (i) Section 3.2(k) (Environmental Matters) and 3.2(s) (Prohibited Payments) shall survive the Closing and remain in full force and effect until the date that is three years after the Closing Date, (ii) Section 3.2(l) (Taxes) shall survive the Closing and shall terminate 30 days after the expiration of the applicable statute of limitations and (or equivalent period under the Laws of the relevant province or territory of Canada) applicable to the matters covered thereby; (iii) Sections 3.1(d) (Ownership of Global, Holding the representations and Company Shares), 3.2(b) (Capitalization) and 3.2(c)(ii) (Subsidiary Equity Interests) (collectively, the “Fundamental Seller Representations”) and warranties in Section 3.3(j) (Purchaser Shares) (collectively, the “Fundamental Purchaser Representations”) 4.19 shall survive the Closing and will not terminate until the date that is 10 years after the Closing Date. All covenants and other agreements in this earlier of the purchase of the Sxxx Intellectual Property, January 1, 2013, or the termination of the Sxxx Licensing Agreement to by US Sub or mutually by the extent that by their terms are to be performed prior to the Closing shall survive the Closing until the date that is 12 months after the Closing Date, at which time they shall terminate parties thereto; and (and no claims with respect to such covenants and agreements shall be made by any Person for indemnification thereafteriv) and all other covenants representations and agreements warranties in this Agreement shall survive the Closing indefinitelyand will not terminate for 18 months following the Closing Date. (b) The covenants and agreements of the parties hereto contained in this Agreement shall, subject to the express terms thereof, survive the Closing indefinitely. (c) In determining (i) whether any representation or warranty in this Agreement was true and correct as of any particular date and (ii) the amount of any Damages Covered Losses in respect of the failure of any such representation or warranty to be true and correct as of any particular date, any qualification or limitation as to materiality (whether by reference to material adverse effect Material Adverse Effect or otherwise) or knowledge contained in such representation or warranty shall be disregarded disregarded. (d) No claim for indemnification, reimbursement or any other than in remedy pursuant to Section 8.2 or Section 8.3 may be brought with respect to breaches of representations or warranties contained herein after the case of the representation and warranty contained applicable expiration date set forth in Section 3.2(o)(i)(J8.1(a); provided, however, that if, prior to such applicable date, Purchaser shall have notified Sellers or the Sellers shall have notified Purchaser in writing of a claim for indemnification under this ARTICLE VIII (whether or not formal legal action shall have been commenced based upon such claim), as such claim shall continue to which be subject to indemnification in accordance with this ARTICLE VIII notwithstanding such qualifications and limitations shall not be disregarded)expiration date.

Survival; Effect of Materiality Qualifiers. (a) The representations and warranties of Seller Sellers and Purchaser Buyer Parent contained in Article III this Agreement shall survive the Closing for the period set forth in this Section 12.1. All representations and will remain warranties contained in full force this Agreement and effect until all claims with respect thereto shall terminate upon the date that is 12 expiration of fifteen (15) months after the Closing Date, at which time they will terminate (and no claims with respect to such representations and warranties shall be made by any Person for indemnification thereafter), except that (a) the representations and warranties contained in Section 4.1 [Qualification, Organization, Subsidiaries, Etc.], Section 4.2 [Corporate Authority Relative to this Agreement; No Violation], Section 4.6 [Transferred Entities] (i) together, the “Seller Fundamental Representations”), Section 3.2(k) 5.2 [Share Capital] and Section 5.3 [Corporate Authority Relative to this Agreement; No Violation] (Environmental Matterstogether, the “Buyer Fundamental Representations”) and 3.2(s) (Prohibited Payments) all claims with respect thereto shall survive forever, and (b) the Closing representations and remain warranties contained in full force Section 4.14 [Tax Matters] and effect until the date that is three years after the Closing Date, (ii) Section 3.2(l) (Taxes) all claims with respect thereto shall survive the Closing and shall terminate 30 days after until the expiration of the applicable statute of limitations and (iii) Sections 3.1(d) (Ownership limitations, giving effect to any extensions thereof. In the event that notice OC\1994682.10 of Globalany claim for indemnification under this Article XII has been given pursuant to Section 12.4 or Section 12.5, Holding and Company Shares)as the case may be, 3.2(b) (Capitalization) and 3.2(c)(ii) (Subsidiary Equity Interests) (collectivelywithin the applicable survival period, the “Fundamental Seller Representations”) representations and in Section 3.3(j) warranties that are the subject of such indemnification claim (Purchaser Shares) (collectively, and the “Fundamental Purchaser Representations”right to pursue such claim) shall survive the Closing until the date that is 10 years after the Closing Date. All covenants and other agreements in this Agreement to the extent that by their terms are to be performed prior to the Closing shall survive the Closing until the date that is 12 months after the Closing Date, at which time they shall terminate (and no claims with respect to such covenants claim until such time as such claim is finally resolved. It is the intention of the Parties that the survival periods and agreements termination date set forth in this Section 12.1 supersede a statute of limitation applicable to such representations and warranties or claim with respect thereof. The right of a Person to any remedy pursuant to this Article XII shall not be made affected by any investigation or examination conducted, or any knowledge possessed or acquired (or capable of being possessed or acquired), by such Person for indemnification thereafter) and all other covenants and agreements in this Agreement shall survive at any time concerning any circumstance, action, omission or event relating to the Closing indefinitelyaccuracy or performance of any representation, warranty, covenant or obligation. (b) In determining whether any representation or warranty in this Agreement was true and correct as of any particular date and the amount of any Damages Losses in respect of the failure of any such representation or warranty to be true and correct as of any particular date, any qualification or limitation as to materiality (whether by reference to material adverse effect or otherwise) or knowledge contained in such representation or warranty shall be disregarded (other than in the case of the representation and warranty contained in disregarded; provided that this Section 3.2(o)(i)(J), as to which such qualifications and limitations 12.1(b) shall not be disregarded)apply to the representations and warranties in Sections 4.3 [Financial Information], 4.9 [Absence of Certain Changes or Events], 4.10(a) [Business Contracts] 4.20 [Acquired Assets] and 4.22 [No Undisclosed Liabilities].