Common use of Survival of Representations, Warranties, Covenants and Other Agreements Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (CSC Holdings Inc), Asset Purchase Agreement (Adelphia Communications Corp)

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Survival of Representations, Warranties, Covenants and Other Agreements. All representations and warranties made by Buyer and the Sellers Holdings 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) and Section 4.07(b) (relating to the Common Stock Consideration) which shall survive for the applicable statute of limitations periods and (ii) 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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Adelphia Communications Corp), Agreement and Plan of Reorganization (CSC Holdings Inc)

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