Survival of Representations, Warranties, Covenants and Other Agreements. All representations and warranties made by Buyer and the Sellers in this Agreement shall survive the Closing for a period of six months, and shall thereafter terminate with the exception of (i) Sections 3.05 and Section 3.06(a) (relating to title matters) which shall survive for the applicable statute of limitations periods and Section 3.06(d) which shall survive the Closing a for a period of two years. The obligations to indemnify and hold harmless a party hereto pursuant to this Article 10 shall terminate when the applicable representation or warranty terminates pursuant to this Section 10.01; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.
Survival of Representations, Warranties, Covenants and Other Agreements. (a) Each of the representations and warranties of Cablevision, NBC and NBC Holdings contained in this Agreement and the covenants and agreements of the parties hereto set forth in Sections 5.01, 5.05 and 5.07 shall survive the Closing for a period of eighteen months following the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 3.03(b), 3.03(c) and 4.03 shall survive the Closing indefinitely, (ii) the representations and warranties contained in Section 3.11 shall survive the Closing for the applicable statute of limitations (including any extensions thereof), (iii) the representations and warranties contained in Section 3.19(c) shall survive the Closing for a period of 36 months following the Closing Date, and (iv) the representations and warranties in Section 4.08 shall survive until the date which is six months after the date of expiration of the applicable statute of limitations (including any extensions thereof). If written notice of a claim has been given prior to the expiration of the applicable representations, warranties or covenants, then the relevant representations, warranties or covenants shall survive as to such claim, until such claim has been finally resolved.
(b) The covenants and agreements of the parties hereto set forth in Sections 5.02, 5.03, 5.04, 5.06, 9.01 and 9.02(a), (b), (c), (d) and (e) shall terminate on the Closing and each of the other covenants and agreements of the parties hereto other than those specifically referred to in Section 10.01(a) or this Section 10.01(b) shall survive the Closing until such covenant or agreement is fully complied with.
Survival of Representations, Warranties, Covenants and Other Agreements. All representations, warranties, covenants and other agreements made by CCI, Holdings and Michigan in this Agreement shall survive the Closing for a period of twelve months, and shall thereafter terminate with the exception of Sections 3.01 (with respect to Michigan), 3.02 (with respect to director and stockholder approval of the Merger), 3.05, 3.06(a), 4.01, 4.02 and 4.10(a) and (b), which shall each survive for the applicable statute of limitations period. For purposes of this Article 10, the determination of whether any breach of any representation or warranty in Article 3 or Article 4 has occurred, as well as the determination of Losses therefrom, shall be made without regard to any materiality, Transferor Material Adverse Effect or CCI Material Adverse Effect qualifiers therein.
Survival of Representations, Warranties, Covenants and Other Agreements. All representations and warranties, covenants and other agreements contained in this Agreement shall (a) survive the Closing and any investigation at any time made by or on behalf of an Indemnified Party and (b) shall expire on the date the Buyer files or should have filed after giving effect to any extensions granted by the appropriate governmental agency its financial statements for its fiscal year ending December 31, 2004 with the Securities and Exchange Commission, except that (i) the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 3.1 and 3.2 and the covenants and other agreements shall survive the Closing without limitation and (ii) the representations and warranties set forth in Sections 2.8, 2.22 and 2.23 shall survive until 30 days following expiration of all statutes of limitation applicable to the matters referred to therein. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, either a Claim Notice based upon a breach of such representation or warranty, or a notice that, as a result a legal proceeding instituted by or claim made by a third party, the Indemnified Party reasonably expects to incur Damages (an "Expected Claim Notice"), then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice. If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party.
Survival of Representations, Warranties, Covenants and Other Agreements. If the Transactions are consummated, the representations, warranties, covenants and other agreements of Seller and Buyer set forth in this Agreement will survive and remain in full force and effect until 11:59 p.m., Pacific time, on the date that is 12 months after the Closing Date (unless, with respect to covenants and other agreements, a longer period is specified in this Agreement) (such period, the “Survival Period”); provided, however, that in the event that any Indemnified Party delivers a Notice of Claim to the Indemnifying Party pursuant to the terms of this Agreement setting forth a claim for indemnification under this ARTICLE XII in respect of a breach of a representation, warranty, covenant or agreement set forth in this Agreement prior to the expiration of the Survival Period, then such representation, warranty, covenant or agreement will survive the expiration of the Survival Period and remain in full force and effect solely with respect to such claim until the final resolution thereof. Notwithstanding anything to the contrary in this Agreement, it is the intention of the Parties that the Survival Period supersede any applicable statute of limitations with respect to the applicable representation, warranty, covenant or agreement.
Survival of Representations, Warranties, Covenants and Other Agreements. All representations and warranties made in this Agreement shall survive the Closing for a period of 18 months after the Closing Date; provided that the Fundamental Representations shall survive the Closing indefinitely and the representations and warranties set forth in Section 2.16 shall survive the Closing until 60 days following the expiration of the applicable statutory period of limitations (including any extensions thereof). All covenants or agreements contained in this Agreement that, by their terms, are to be fully performed prior to the Closing shall survive the Closing for a period of 18 months after the Closing Date. All covenants or agreements contained in this Agreement that by their terms contemplate performance, in whole or in part, after the Closing shall survive the Closing only until the expiration of the term of the undertaking in such covenant or agreement or, if no such term is specified, for a period of 18 months after the Closing Date.
Survival of Representations, Warranties, Covenants and Other Agreements. All representations, warranties, covenants and agreements set forth herein or pursuant hereto shall be continuous and shall survive the Closing hereunder until the date the Note is due with the same force and effect as if made on the Closing Date.
Survival of Representations, Warranties, Covenants and Other Agreements. (a) The respective representations, warranties and covenants of the Company, the Sellers and the Purchaser in this Agreement shall survive until the end of the Indemnification Escrow Period and shall thereupon expire (except to the extent a Notice of Claim has been submitted with respect to such representation or warranty prior to such date); provided, however, that (i) the representations and warranties set forth in Section 2.1(a) (but not the second sentence thereof); Section 2.1(b), Section 2.3, Section 2.4(a) (but only the first two sentences thereof), Section 2.22, Section 3.1, Section 3.3, Section 3.5, Section 4.1, Section 4.4 and Section 4.11 shall survive the Closing indefinitely and (ii) the representations and warranties set forth in Section 2.15 shall survive the Closing and shall terminate on the sixtieth (60th) day after the running of the applicable statute of limitations for the matters described in such representations and warranties (except to the extent a Notice of Claim has been submitted with respect to such representation or warranty prior to such date) (the representations and warranties set forth in this clause (ii), collectively with the representations and warranties set forth in the preceding clause (i), the “Fundamental Representations”), (iii) this Section 7.1(a) shall not limit any covenant or other agreement that by its terms is required to be performed after such Indemnification Escrow Period, including for greater certainty Sections 5.5(c), 5.7, 5.8, 5.10, 5.12, 5.16, this Article VII and Article X, which shall survive in accordance with their terms, and (iv) the covenants set forth in Section 5.9 shall terminate on the sixtieth (60th) day after the running of the applicable statute of limitations for the matters described in such covenants; provided further, however, that the covenants and agreements referred to in Section 7.2(b)(ii) and (iii) shall survive until the end of the Indemnification Escrow Period and shall thereupon expire (in each case for this sentence, except to the extent a Notice of Claim has been submitted with respect to such covenant or agreement prior to such date).
(b) No claim for indemnification may be asserted against any of the parties for a breach of or inaccuracy in any representation or warranty or a breach of any covenant or agreement made by or to be performed by a party set forth in this Agreement or any of the matters referred to in Section 7.2(b)(v) through (vii) unless a Notice of Claim has...
Survival of Representations, Warranties, Covenants and Other Agreements. All representations and warranties made by Seller or Buyer in this Agreement or in any other documents or instruments delivered pursuant hereto shall be deemed continuing representations, warranties, covenants and agreements, and shall survive the Closing for a period of one year, unless a longer period of survival is provided for in this Agreement; provided, however, that the representations and warranties set forth in Sections 3.05 and directly relating to title (and Encumbrances thereon) to the Acquired Assets shall survive through the expiration of all statutes of limitation (if any) applicable to any claim, right of action or Losses to which Buyer could be subject in the event of a breach of such representations or warranties. The provision of a reasonably detailed notice of claim setting forth the basis for such claim with respect to the breach or alleged breach of any representation or warranty shall extend the period during which such representation and warranty survives through the date such claim is resolved.
Survival of Representations, Warranties, Covenants and Other Agreements. All representations, warranties, covenants and other agreements made by either party in this Agreement (other than representations and warranties relating to (i) environmental matters, which shall survive the Closing for a period of three years, and (ii) taxes, title, and third party claims for periods prior to Closing, which shall survive for the applicable statute of limitations period) shall survive the Closing for a period of one year, and shall thereafter terminate.
