Survival; Limitations. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall continue for, and all claims with respect thereto shall be made prior to the end of, eighteen (18) months from the Closing Date (the "INDEMNIFICATION PERIOD"); provided, however, that with respect to the representations set forth in Sections 2.7 and 2.8 hereof, the Indemnification Period shall survive in perpetuity, and provided further that with respect to any income tax liability of Peoples, Peoples Services or any of their subsidiaries or Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, the agreement of the Sellers to indemnify the Purchaser and its Affiliates shall survive until, and all claims with respect thereto shall be made prior to, the expiration of the applicable statute of limitations prescribed by Section 6501 of the IRC, as such statutes of limitations may have been or be extended by agreement from time to time.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fairpoint Communications Inc), Stock Purchase Agreement (MJD Communications Inc)
Survival; Limitations. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall continue for, and all claims with respect thereto shall be made prior to the end of, eighteen (18) months from the Closing Date (the "INDEMNIFICATION PERIODIndemnification Period"); ) provided, however, that with respect to the representations set forth in Sections 2.7 and 2.8 hereof, the Indemnification Period shall survive in perpetuity, perpetuity and provided further that with respect to any income tax liability of Peoples, Peoples Services or any of their subsidiaries or Affiliates the Company attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, the agreement of the Sellers Seller to indemnify the Purchaser and its Affiliates shall survive until, and all claims with respect thereto shall be made prior to, the expiration of the applicable statute of limitations prescribed by Section 6501 of the IRC, as such statutes of limitations may have been or be extended by agreement from time to time.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fairpoint Communications Inc)
Survival; Limitations. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall continue for, and all claims with respect thereto shall be made prior to the end of, eighteen (18) months from the Closing Date (the "INDEMNIFICATION PERIODPeriod"); provided, however, that with respect to the representations set forth in Sections 2.7 and 2.8 hereof, the Indemnification Period shall survive in perpetuity, and provided further that with respect to any income tax claim under Section 11.2(e) and any Tax liability of PeoplesComerco, Peoples Services YCOM or any of their subsidiaries or Affiliates which Tax liability is attributable to any activities or transactions occurring by any of them on or prior to and/or through the Closing Date, the agreement of the Sellers Seller to indemnify the Purchaser and its Affiliates shall survive until, and all claims with respect thereto shall be made prior to, the expiration of the applicable statute of limitations prescribed by Section 6501 of the IRClimitations, as such statutes of limitations may have been or be extended by agreement from time to time.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fairpoint Communications Inc)
Survival; Limitations. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall continue for, and all claims with respect thereto shall be made prior to the end of, eighteen three (183) months years from the Closing Date (the "INDEMNIFICATION PERIOD"); ) provided, however, that with respect to the representations set forth in Sections 2.7 2.7, 2.8 and 2.8 2.21 hereof, the Indemnification Period shall survive in perpetuity, perpetuity and provided further that with respect to any income tax liability of PeoplesMSH, Peoples Services MT or any of their subsidiaries or Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, the agreement of the Sellers to indemnify the Purchaser and its Affiliates shall survive until, and all claims with respect thereto shall be made prior to, the expiration of the applicable statute of limitations prescribed by Section 6501 of the IRC, as such statutes of limitations may have been or be extended by agreement from time to time.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fairpoint Communications Inc)