Common use of Survival of Representations and Warranties and Agreements Clause in Contracts

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Sellers and Purchaser contained in this Agreement shall survive the Closing but shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado time, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, the representations and warranties set forth in (i) Section 3.1 (Corporate Organization), Section 3.2 (Capitalization), Section 3.3(a) (Authority; No Violation) and Section 3.19 (Broker’s Fees) (the “Designated Sellers Representations”) and Section 4.1 (Corporate Organization), Section 4.2(a) (Authority; No Violation) and Section 4.8 (Broker’s Fees) (the “Designated Purchaser Representations”) shall survive the Closing and continue in full force and effect indefinitely and (ii) Section 3.10 (Taxes and Tax Returns) shall survive the Closing and continue in full force and effect to the full extent of any applicable statute of limitations. The respective covenants and agreements of Sellers and Purchaser contained in this Agreement (including, without limitation, the indemnification obligations set forth in this Article IX) shall survive the Closing, provided that any such covenants and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month anniversary of the Closing.

Survival of Representations and Warranties and Agreements. The respective representations representations, warranties and warranties of Sellers and Purchaser agreements contained in or made pursuant to this Agreement shall survive the Closing but and shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado timeupon the 18 month anniversary of the Closing, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, that (a) the representations and warranties set forth contained in Sections 3.9 (iTax Returns and Reports) Section and 3.17 (Employee Benefits) shall survive until three months after the expiration of the applicable statute of limitations; provided that if there is no statute of limitations applicable to any such representation or warranty such representation or warranty shall expire upon the third anniversary of the Closing, (b) the representations and warranties contained in Sections 3.1 (Corporate OrganizationOrganization and Related Matters), Section 3.2 3.2(a) (Authorization), 3.2(b) (No Conflicts, but only with respect to the last sentence and only as it relates to State PUC Laws), 3.5 (Capitalization), Section 3.3(a) 3.13 (Authority; No Violation) and Section 3.19 Brokers or Finders), 3.24 (Broker’s Fees) (the “Designated Sellers Representations”) and Section Contribution Agreement), 4.1 (Corporate OrganizationOrganization and Related Matters), Section 4.2(a) (Authority; No ViolationAuthorization) and Section 4.8 4.7 (Broker’s FeesNo Brokers or Finders) shall remain in full force and effect indefinitely, and (c) the agreements contained herein (including the Covenants in Article VI) and in the other Transaction Documents that require performance after the Closing (the “Designated Purchaser Representations”Xxxxxx 58 EXECUTION "POST-CLOSING COVENANTS") will survive and remain in full force and effect indefinitely. Article IX shall survive the Closing and continue shall remain in full force effect (a) with respect to Sections 9.1(a) and effect indefinitely 9.2(a), so long as the relevant representations survive, (b) with respect to breaches of pre-Closing covenants, for one year after Closing, and (iic) Section 3.10 with respect to Sections 9.1(b) (Taxes Post-Closing Covenants only), 9.1(c), 9.1(d), 9.2(b) (Post-Closing Covenants only), 9.2(c) and Tax Returns) shall survive the Closing and continue in full force and effect 9.2(d), indefinitely. Any matter as to which a claim has been asserted by notice to the full extent other party that is pending or unresolved at the end of any applicable limitation period but is being diligently pursued shall continue to be covered by Article IX notwithstanding any applicable statute of limitations. The respective covenants and agreements of Sellers and Purchaser contained in limitations (which the parties hereby waive) until such matter is finally terminated or otherwise resolved by the parties under this Agreement (including, without limitation, the indemnification obligations set forth in this Article IX) shall survive the Closing, provided that or by a court of competent jurisdiction and any such covenants amounts payable hereunder are finally determined and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month anniversary of the Closingpaid.

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Sellers and Purchaser contained in this Agreement shall survive the Closing but shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado timethe 12 month anniversary of the Closing Date, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, the representations and warranties set forth in (i) Section 3.1 (Corporate Organization), Section 3.2 (Capitalization), Section 3.3(a) (Authority; No Violation) and Section 3.19 (Broker’s Fees) (the “Designated Sellers Seller Representations”) and Section 4.1 (Corporate Organization), Section 4.2(a) (Authority; No Violation) and Section 4.8 (Broker’s Fees) (the “Designated Purchaser Representations”) shall survive the Closing and continue in full force and effect indefinitely and (ii) Section 3.10 (Taxes and Tax Returns) and Section 3.11 (Employee Benefit Plans) shall survive the Closing and continue in full force and effect to the full extent of any applicable statute of limitations. The respective covenants and agreements of Sellers and Purchaser contained in this Agreement (including, without limitation, the indemnification obligations set forth in this Article IXX) shall survive the Closing, provided that any such covenants and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month anniversary of the Closing.

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Sellers and Purchaser contained in this Agreement shall survive the Closing but shall expire on May 15April 30, 2013 at 5:00 p.m., Denver, Colorado time, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration2006; provided, however, that, notwithstanding the foregoing, (i) the representations and warranties set forth in (i) Section Sections 3.1 (Corporate Organizationwith respect to the first five sentences only), Section 3.2 (Capitalization3.2(a), Section 3.2(b), 3.2(d), 3.3(a) (Authority; No Violation), 3.3(b)(i), 3A.1, 3A.2(a), 3A.2(b), 3A.2(d), 3A.3(i), 4.1, 4.2(a), 4.2(b)(i) and Section 3.19 (Broker’s Fees) (the “Designated Sellers Representations”) and Section 4.1 (Corporate Organization), Section 4.2(a) (Authority; No Violation) and Section 4.8 (Broker’s Fees) (the “Designated Purchaser Representations”) 4.4 shall survive the Closing and continue in full force and effect indefinitely and indefinitely, (ii) Section 3.10 the representations and warranties set forth in Sections 3.17 and 3.18 shall survive the Closing but shall expire on the fifth anniversary of the Closing Date and (Taxes iii) the representations and Tax Returns) warranties set forth in Sections 3.9 and 3A.9 shall survive the Closing and continue in full force and effect until 30 days following the expiration of the statutes of limitation for the year or period at issue (giving effect to any waiver, mitigation or extension thereof). Notwithstanding the preceding sentence, any representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the full extent preceding sentence, if notice of any applicable statute the breach or inaccuracy giving rise to such right of limitationsindemnity shall have been given to the party against which such indemnity may be sought prior to such time. The respective covenants and agreements of Sellers and Purchaser contained in this Agreement (including, without limitation, the respective indemnification obligations of Sellers and Purchaser set forth in this Article IX) shall survive the Closing, Closing and the consummation of the transactions contemplated by this Agreement indefinitely unless otherwise provided that any such covenants and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month anniversary of the Closingterms.

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Sellers and Purchaser contained made by the parties in this Agreement or in any document, certificate or instrument executed and delivered pursuant hereto (including those made in the Schedules and Exhibits hereto) shall survive the Closing but hereunder and shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado time, except with respect tonot merge in the performance of any obligation by any party hereto, and will remain in full force through the eighteenth (18th) full month following Closing, without regard to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount investigation made by any of the claim has been given by one party to the other prior to such expirationparties; provided, however, that, notwithstanding the foregoing, that (i) the representations and warranties set forth in Sections 2.5 (iTax Matters), 2.8 (ERISA Matters) Section and 2.10 (Intellectual Property) will survive until 30 days after the expiration of the applicable statute of limitations (with extensions), (ii) the representation and warranties set forth in 2.17 (Environmental Matters) will survive until three (3) years following the Closing Date, and (iii) the representation and warranties of the parties set forth in Sections 2.2 (Authorization), 2.9 (Title to Assets; Business), 3.1 (Corporate Organization), Section ) and 3.2 (Capitalization)Authorization) will survive indefinitely. Any claim (whether or not fixed as to liability or liquidates as to amount) pending on the expiration date of the applicable survival period set forth above for which a claim notice has been given in accordance with this Article VII on or before such expiration date may continue to be asserted and indemnified against until finally resolved. All covenants and obligations undertaken by the parties in this Agreement or in any document, Section 3.3(a) certificate or instrument executed and delivered pursuant hereto (Authority; No Violation) and Section 3.19 (Broker’s Fees) (including those made in the “Designated Sellers Representations”) and Section 4.1 (Corporate Organization), Section 4.2(a) (Authority; No Violation) and Section 4.8 (Broker’s Fees) (the “Designated Purchaser Representations”Schedules or Exhibits hereto) shall survive the Closing and continue in full force and effect indefinitely and (ii) Section 3.10 (Taxes and Tax Returns) shall survive the Closing and continue in full force and effect to the full extent of any applicable statute of limitations. The respective covenants and agreements of Sellers and Purchaser contained in this Agreement (including, without limitation, the indemnification obligations set forth in this Article IX) shall survive the Closing, provided that any such covenants and agreements that by accordance with their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month anniversary of the Closingterms.

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Sellers Seller and Purchaser contained in this Agreement shall survive the Closing but shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado timethe eighteen month anniversary of the Closing Date, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, the representations and warranties set forth in (i) Section 3.1 3.1(b) (second and third sentences only) (Corporate Organization), Section 3.2 (Capitalization), Section 3.3(a) (Authority; No Violation) and Section 3.19 3.22 (Broker’s Fees) (the “Designated Sellers Seller Representations”) and Section 4.1 (Corporate Organization), Section 4.2(a) (Authority; No Violation) and Section 4.8 (Broker’s Fees) (the “Designated Purchaser Representations”) shall survive the Closing and continue in full force and effect indefinitely and (ii) Section 3.10 (Taxes and Tax Returns) shall survive the Closing and continue in full force and effect to the full extent of any applicable statute of limitations. The respective covenants and agreements of Sellers Seller and Purchaser contained in this Agreement (including, without limitation, the indemnification obligations set forth in this Article IX) shall survive the Closing, provided that any such covenants and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 twelve month anniversary of the Closing.

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Sellers and Purchaser contained in this Agreement shall survive the Closing but shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado timethe [****] anniversary of the Closing Date, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, the representations and warranties set forth in (i) Section 3.1 (Corporate Organization), Section 3.2 (Capitalization), Section 3.3(a) (Authority; No Violation) and Section 3.19 (Broker’s Fees) (the “Designated Sellers Seller Representations”) and Section 4.1 (Corporate Organization), Section 4.2(a) (Authority; No Violation) and Section 4.8 (Broker’s Fees) (the “Designated Purchaser Representations”) shall survive the Closing and continue in full force and effect indefinitely and (ii) Section 3.10 (Taxes and Tax Returns) and Section 3.11 (Employee Benefit Plans) shall survive the Closing and continue in full force and effect to the full extent of any applicable statute of limitations. The respective covenants and agreements of Sellers and Purchaser contained in this Agreement (including, without limitation, the indemnification obligations set forth in this Article IXX) shall survive the Closing, provided that any such covenants and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month [****] anniversary of the Closing.

Survival of Representations and Warranties and Agreements. The respective representations representations, warranties and warranties of Sellers and Purchaser agreements contained in or made pursuant to this Agreement shall survive the Closing but and shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado timeupon the 18 month anniversary of the Closing, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, that (a) the representations and warranties set forth contained in Sections 3.9 (iTax Returns and Reports) Section and 3.17 (Employee Benefits) shall survive until three months after the expiration of the applicable statute of limitations; provided that if there is no statute of limitations applicable to any such representation or warranty such representation or warranty shall expire upon the third anniversary of the Closing, (b) the representations and warranties contained in Sections 3.1 (Corporate OrganizationOrganization and Related Matters), Section 3.2 3.2(a) (Authorization), 3.2(b) (No Conflicts, but only with respect to the last sentence and only as it relates to State PUC Laws), 3.5 (Capitalization), Section 3.3(a) 3.13 (Authority; No Violation) and Section 3.19 Brokers or Finders), 3.15 (Broker’s Fees) LCI), 3.24 (the “Designated Sellers Representations”) and Section Contribution Agreement), 4.1 (Corporate OrganizationOrganization and Related Matters), Section 4.2(a) (Authority; No ViolationAuthorization) and Section 4.8 4.7 (Broker’s FeesNo Brokers or Finders) shall remain in full force and effect indefinitely, and (c) the agreements contained herein (including the covenants in Article VI) and in the other Transaction Documents that require performance after Closing (the “Designated Purchaser Representations”"Post-Closing Covenants") will survive and remain in full force and effect indefinitely. Article IX shall survive the Closing and continue shall remain in full force effect (a) with respect to Sections 9.1(a) and effect indefinitely 9.2(a), so long as the relevant representations survive, (b) with respect to breaches of pre-Closing covenants, for one year after the Closing, and (iic) Section 3.10 with respect to Sections 9.1(b) (Taxes Post-Closing Covenants only), 9.1(c), 9.1(d), 9.1(e), 9.2(b) (Post-Closing Covenants only), 9.2(c) and Tax Returns) shall survive the Closing and continue in full force and effect 9.2(d), indefinitely. Any matter as to which a claim has been asserted by notice to the full extent other party that is pending or unresolved at the end of any applicable limitation period but is being diligently pursued shall continue to be covered by Article IX notwithstanding any applicable statute of limitations. The respective covenants and agreements of Sellers and Purchaser contained in limitations (which the parties hereby waive) until such matter is finally terminated or otherwise resolved by the parties under this Agreement (including, without limitation, the indemnification obligations set forth in this Article IX) shall survive the Closing, provided that or by a court of competent jurisdiction and any such covenants amounts payable hereunder are finally determined and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month anniversary of the Closingpaid.

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Sellers Seller and Purchaser Buyer contained in this Agreement shall survive the Closing but shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado timethe 18-month anniversary of the Closing Date, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim accordance with Section 8.4 has been given in good faith by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, the representations and warranties set forth in (i) Section 3.1 2.1(b) (Corporate Organizationsecond and third sentences only) (Organization and Related Matters), Section 3.2 2.2 (Capitalization), Section 3.3(a2.3(a) (Authority; No Violation) and Section 3.19 2.7 (No Broker’s Fees) (the “Designated Sellers Seller Representations”) and Section 4.1 (Corporate Organization), Section 4.2(a3.2(a) (Authority; No Violation) and Section 4.8 3.5 (No Broker’s Fees) (the “Designated Purchaser Buyer Representations”) shall survive the Closing and continue in full force and effect indefinitely and (ii) Section 3.10 2.11 (Taxes a), (b) and Tax Returns(d)-(i) (Taxes) shall not survive the Closing and continue in full force and effect to the full extent of any applicable statute of limitationsClosing. The respective covenants and agreements of Sellers Seller and Purchaser Buyer contained in this Agreement (including, without limitation, including the indemnification obligations set forth in this Article IXVIII) shall survive the Closing, provided that any such covenants and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month first anniversary of the Closing, except to the extent governed by Section 7.8. The period from the Closing to the expiration, if any, of a representation or warranty hereunder shall be referred to with respect to a claim for indemnification thereunder as the “Survival Period.”

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Sellers Seller and Purchaser contained in this Agreement shall survive the Closing but shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado timethe two year anniversary of the Closing Date, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, the representations and warranties set forth in (i) Section 3.1 (Corporate Organization), Section 3.2 (Capitalization), Section 3.3(a3.2(a) (Authority; No Violation) and Section 3.19 (Broker’s Fees) (the “Designated Sellers Seller Representations”) and Section 4.1 (Corporate Organization), Section 4.2(a) (Authority; No Violation) ), and Section 4.8 4.7 (Broker’s Fees) (the “Designated Purchaser Representations”) shall survive the Closing and continue in full force and effect indefinitely and (ii) Section 3.10 3.9 (Taxes and Tax Returns) shall survive the Closing and continue in full force and effect to the full extent of any applicable statute of limitations. The respective covenants and agreements of Sellers Seller and Purchaser contained in this Agreement (including, without limitation, including the indemnification obligations set forth in this Article IX) shall survive the Closing; provided, provided that any such covenants and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month two year anniversary of the ClosingClosing Date.

Survival of Representations and Warranties and Agreements. The respective representations representations, warranties and warranties of Sellers and Purchaser agreements contained in or made pursuant to this Agreement shall survive the Closing but and shall expire on May 15, 2013 at 5:00 p.m., Denver, Colorado timeupon the 18 month anniversary of the Closing, except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and, to the extent known, amount of the claim has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, that (a) the representations and warranties set forth contained in Sections 3.9 (iTax Returns and Reports) Section and 3.17 (Employee Benefits) shall survive until three months after the expiration of the applicable statute of limitations; provided that if there is no statute of limitations applicable to any such representation or warranty such representation or warranty shall expire upon the third anniversary of the Closing, (b) the representations and warranties contained in Sections 3.1 (Corporate OrganizationOrganization and Related Matters), Section 3.2 3.2(a) (Authorization), 3.2(b) (No Conflicts, but only with respect to the last sentence and only as it relates to State PUC Laws), 3.5 (Capitalization), Section 3.3(a) 3.13 (Authority; No Violation) and Section 3.19 Brokers or Finders), 3.24 (Broker’s Fees) (the “Designated Sellers Representations”) and Section Contribution Agreement), 4.1 (Corporate OrganizationOrganization and Related Matters), Section 4.2(a) (Authority; No ViolationAuthorization) and Section 4.8 4.7 (Broker’s FeesNo Brokers or Finders) shall remain in full force and effect indefinitely, and (c) the agreements contained herein (including the Covenants in Article VI) and in the other Transaction Documents that require performance after the Closing (the “Designated Purchaser Representations”"Post-Closing Covenants") will survive and remain in full force and effect indefinitely. Article IX shall survive the Closing and continue shall remain in full force effect (a) with respect to Sections 9.1(a) and effect indefinitely 9.2(a), so long as the relevant representations survive, (b) with respect to breaches of pre-Closing covenants, for one year after Closing, and (iic) Section 3.10 with respect to Sections 9.1(b) (Taxes Post-Closing Covenants only), 9.1(c), 9.1(d), 9.2(b) (Post-Closing Covenants only), 9.2(c) and Tax Returns) shall survive the Closing and continue in full force and effect 9.2(d), indefinitely. Any matter as to which a claim has been asserted by notice to the full extent other party that is pending or unresolved at the end of any applicable limitation period but is being diligently pursued shall continue to be covered by Article IX notwithstanding any applicable statute of limitations. The respective covenants and agreements of Sellers and Purchaser contained in limitations (which the parties hereby waive) until such matter is finally terminated or otherwise resolved by the parties under this Agreement (including, without limitation, the indemnification obligations set forth in this Article IX) shall survive the Closing, provided that or by a court of competent jurisdiction and any such covenants amounts payable hereunder are finally determined and agreements that by their terms are to be performed prior to the Closing Date shall survive the Closing only until the 12 month anniversary of the Closingpaid.