Common use of Survival; Limitations Clause in Contracts

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, three (3) years from the Closing Date (the "Indemnification Period"); provided, however, that with respect to any income tax liability of Xxxxxx, Communications or any of their subsidiaries 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 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; and further provided, however, that with respect to the ownership of the Company Capital Stock and/or the Communications Capital Stock, the agreement of the Sellers to indemnify Purchaser and its Affiliates shall survive forever and claims with respect thereto shall be made as any such claims arise.

Survival; Limitations. All (a) The provisions of this Article III shall survive the terms Closing, subject to the limitations and conditions of qualifications contained in such provisions and in Section 3.2. (b) Notwithstanding anything to the contrary, Seller’s maximum liability in connection with the transaction contemplated by this Agreement, together with including, but not limited to, all liabilities arising under or as a result of the representations, warranties warranties, indemnities, covenants (except to the extent arising under Sections 6.1 or 9.5 below) 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 provisions of this Agreement (whether express or implied), shall not exceed One Million and No/100 US Dollars ($1,000,000.00) (the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf “Cap”) in the aggregate, excluding liabilities arising as a result of any party hereto and shall continue for, and all claims with respect thereto shall be made prior to the end of, three (3) years from the Closing Date (the "Indemnification Period")material misrepresentation committed by Seller; provided, however, that in the event that Buyer elects to terminate this Agreement with respect to any income tax liability of Xxxxxx, Communications or any of their subsidiaries attributable to any activities or transactions occurring by any of them on or prior to the Closing DateUnit B, the agreement of the Sellers to indemnify Purchaser and its Affiliates shall survive until, and all claims with respect thereto Cap shall be made prior to, the expiration of the applicable statute of limitations prescribed by Section 6501 of the IRC; deemed to be Five Hundred Thousand and further providedNo/100 Dollars ($500,000.00). In no event, however, shall Buyer bring a claim against Seller unless or until the value of such claim (measured by the actual loss or damage to Buyer) exceeds Fifty Thousand Dollars ($50,000.00) (provided that with respect if Buyer’s claims shall exceed such floor, Buyer shall receive reimbursement on its claims, if found to be in excess of $50,000.00, from dollar one). The provisions of this section shall survive the termination of this Agreement or the Closing, as applicable. Notwithstanding anything in this Agreement to the ownership of the Company Capital Stock and/or the Communications Capital Stockcontrary, the agreement limitations and provisions of the Sellers this Section 3.6 shall not apply to indemnify Purchaser and its Affiliates any claim relating to Seller’s indemnity under Section 6.1 of this Agreement. (c) The provisions of this Section 3.6 shall survive forever the termination of this Agreement and claims with respect thereto shall be made as any such claims arisethe Closing.

Survival; Limitations. (a) 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 ofXxxxx 00, three 0000 (3) years from xx the Closing Date shall have occurred at any time in 1998) or prior to the date which is seven (7) months after Closing (if the Closing shall have occurred at any time in 1999) (the "Indemnification Period"); provided, however, that with respect to any income tax liability of Xxxxxx, Communications Columbus or any of their subsidiaries Quality attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, the agreement of the Sellers Belch Sisters to indemnify 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 limitations. (b) Notwithstanding anything in this Agreement to the contrary, the Belch Sisters and the Purchaser shall be required to indemnify one another pursuant to the provisions of this Article XI only to the extent that Claims indemnifiable by Section 6501 of such party exceed Twenty-Five Thousand Dollars ($25,000) in the IRC; aggregate, and further provided, however, that only with respect to such excess. Notwithstanding anything herein to the ownership contrary, the liability of both of the Company Capital Stock and/or Belch Sisters, on the Communications Capital Stockone hand, and the agreement of Purchaser, on the Sellers to indemnify Purchaser and its Affiliates shall survive forever and claims other hand, with respect thereto to this Article XI shall be made as any such claims ariselimited to One Million Dollars ($1,000,000) in the aggregate.

Survival; Limitations. (a) 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 XI, shall survive the execution of this Agreement and the Closing Date for two (2) years from such date (the "Indemnification Period"), 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, three (3) years from the Closing Date (the "Indemnification Period"); provided, however, that with respect to any income tax liability of Xxxxxxthe Company, Communications Telephone or any of their subsidiaries Affiliates 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 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; . (b) Notwithstanding anything in this Agreement to the contrary, each of the parties hereto shall be required to indemnify one another pursuant to the provisions of this Article XI only to the extent that Claims indemnifiable by such party exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate, and further provided, however, that only with respect to such excess. Additionally, the ownership liability of each of the Company Capital Stock and/or the Communications Capital Stock, the agreement of the Sellers to indemnify Purchaser and its Affiliates shall survive forever and claims parties hereto with respect thereto to indemnity pursuant to any provision contained in this Article XI shall be made as any such claims ariselimited to One Million Dollars ($1,000,000) in the aggregate and, with respect to Seller's obligation, shall be satisfied only from the funds held in the Escrow Account described in Section 11.

Survival; Limitations. (a) 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 XI, shall survive the execution of this Agreement and the Closing Date for two (2) years from such date (the "Indemnification Period"), 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, three (3) years from the Closing Date (the "Indemnification Period"); provided, however, that with respect to any income tax liability of Xxxxxxthe Company, Communications Telephone or any of their subsidiaries Affiliates 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 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; . (b) Notwithstanding anything in this Agreement to the contrary, each of the parties hereto shall be required to indemnify one another pursuant to the provisions of this Article XI only to the extent that Claims indemnifiable by such party exceed Twenty- Five Thousand Dollars ($25,000) in the aggregate, and further provided, however, that only with respect to such excess. Additionally, the ownership liability of each of the Company Capital Stock and/or the Communications Capital Stock, the agreement of the Sellers to indemnify Purchaser and its Affiliates shall survive forever and claims parties hereto with respect thereto to indemnity pursuant to any provision contained in this Article XI shall be made as any such claims ariselimited to One Million Dollars ($1,000,000) in the aggregate and, with respect to Seller's obligation, shall be satisfied only from the funds held in the Escrow Account described in Section 11.