Common use of Survival; Time Limits for Indemnification Clause in Contracts

Survival; Time Limits for Indemnification. The representations and warranties made in this Agreement, or in any certificate or other document delivered pursuant to this Agreement or in connection with this Agreement, will survive the Closing Date as follows (even if the damaged party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing): (a) the representations and warranties contained in Sections 3.1, 3.2, 3.3.2, 3.9.2, 4.1, 4.2, 4.3 and 4.9.2 hereof shall not terminate and shall survive the Closing Date indefinitely; (b) the representations and warranties contained in Sections 3.4.4, 3.6, 3.7, 3.8, 4.4.4, 4.6, 4.7 and 4.8 hereof shall survive the Closing Date for a period of three years and shall terminate on the third anniversary of the Closing Date; and (c) all other representations and warranties in this Agreement or in any certificate or other document delivered pursuant to this Agreement or in connection with this Agreement survive the Closing Date for a period of two years and shall terminate on the second anniversary of the Closing Date. The covenants of the Parties made in this Agreement will survive the Closing Date indefinitely. Each Party shall promptly notify the others of any facts or other circumstances of which such Party becomes aware or has any knowledge that could give rise to a claim for indemnification under this Agreement by any Party. No Party will have any obligation to indemnify any Person pursuant to this Agreement with respect to any breach of a representation or warranty unless a notice of such breach is given to the Party against whom indemnification is sought on or prior to the last day of the applicable survival period, except that if a Party has a reasonable basis to believe that an indemnifiable claim will arise and gives notice to the other Party concerning such matter within the survival period, then all rights of such Party to seek indemnification with respect to such matter will survive the expiration of such period for a period of 180 days. If an indemnifiable claim has not arisen prior to the expiration of that 180-day period but the Party continues to have a reasonable basis to believe that an indemnifiable claim will arise and gives notice to such effect to the other party prior to the end of such 180-day period, then all rights of the Party to seek indemnification with respect to such matter will survive for one additional period of 180 days. If an indemnifiable claim does not arise prior to the end of the second 180-day period, the rights of the Party to seek indemnification will terminate at the expiration thereof. If a Party is obligated to indemnify another Party against a particular breach, the indemnity obligation shall extend to all Adverse Consequences, whether occurring before or after the survival period.

Survival; Time Limits for Indemnification. The representations and warranties made in this Agreement, or in any certificate or other document delivered pursuant to this Agreement or in connection with this Agreement, will survive the Closing Date as follows (even if the damaged party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing): ) for a period of three years from the Closing Date, except that (a) the representations and warranties contained in Sections 3.13.8 (Tax Matters), 3.2, 3.3.2, 3.9.2, 4.1, 4.2, 4.3 3.9 (Employee Benefit Plans) and 4.9.2 hereof shall not terminate and 3.14 (Environmental Matters) shall survive the Closing Date indefinitely; until the expiration of the applicable statutes of limitation and (b) the representations and warranties contained in Sections 3.4.43.1 (Organization and Good Standing), 3.63.2 (Capitalization; Other Equity), 3.73.3 (Authority), 3.83.4 (No Conflict), 4.4.4, 4.6, 4.7 3.15.4 (Ownership of Property) and 4.8 hereof shall 3.25 (Representations Not Misleading) will survive the Closing Date for a period of three years and shall terminate on the third anniversary of the Closing Date; and (c) all other representations and warranties in this Agreement or in any certificate or other document delivered pursuant to this Agreement or in connection with this Agreement survive the Closing Date for a period of two years and shall terminate on the second anniversary of the Closing Dateindefinitely. The covenants of the Parties made contained in this Agreement will survive the Closing Date indefinitely. Each Party The Sellers, on the one hand, and GCI, on the other hand, shall promptly notify give written notice to the others other of any facts or other circumstances of which any such Party Person becomes aware or has any knowledge that could is reasonably likely to give rise to a claim for indemnification under this Agreement by any PartyArticle 7. No Party will have any obligation to indemnify any Person pursuant to this Agreement with respect to any breach of a representation or warranty unless a notice of such breach is given to the Party against whom indemnification is sought on or prior to the last day of the applicable survival period, except that if a Party has a reasonable basis to believe that an indemnifiable claim will arise and gives notice to the other Party concerning such matter within the survival period, then all rights of such Party to seek indemnification with respect to such matter will survive the expiration of such period for a period of 180 days. If an indemnifiable claim has not arisen prior to the expiration of that 180-day period but the Party continues to have a reasonable basis to believe that an indemnifiable claim will arise and gives notice to such effect to the other party Party prior to the end of such 180-day period, then all rights of the Party to seek indemnification with respect to such matter will survive for one additional period of 180 days. If an indemnifiable claim does not arise prior to the end of the second 180-day period, the rights of the Party to seek indemnification will terminate at the expiration thereof. If a Party is obligated to indemnify another Party against a particular breach, the indemnity obligation shall extend to all Adverse ConsequencesLosses, whether occurring before or after the survival period. BUS_RE\1394606.17 7.4 Basket and Cap.

Survival; Time Limits for Indemnification. The representations and warranties made in this Agreement, or in any certificate or other document delivered pursuant to this Agreement or in connection with this Agreement, will survive the Closing Date as follows (even if the damaged party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing): ) for a period of three years from the Closing Date, except that (a) the representations and warranties contained in Sections 3.13.8 (Tax Matters), 3.2, 3.3.2, 3.9.2, 4.1, 4.2, 4.3 3.9 (Employee Benefit Plans) and 4.9.2 hereof shall not terminate and 3.14 (Environmental Matters) shall survive the Closing Date indefinitely; until the expiration of the applicable statutes of limitation and (b) the representations and warranties contained in Sections 3.4.43.1 (Organization and Good Standing), 3.63.2 (Capitalization; Other Equity), 3.73.3 (Authority), 3.83.4 (No Conflict), 4.4.4, 4.6, 4.7 3.15.4 (Ownership of Property) and 4.8 hereof shall 3.25 (Representations Not Misleading) will survive the Closing Date for a period of three years and shall terminate on the third anniversary of the Closing Date; and (c) all other representations and warranties in this Agreement or in any certificate or other document delivered pursuant to this Agreement or in connection with this Agreement survive the Closing Date for a period of two years and shall terminate on the second anniversary of the Closing Dateindefinitely. The covenants of the Parties made contained in this Agreement will survive the Closing Date indefinitely. Each Party The Sellers, on the one hand, and GCI, on the other hand, shall promptly notify give written notice to the others other of any facts or other circumstances of which any such Party Person becomes aware or has any knowledge that could is reasonably likely to give rise to a claim for indemnification under this Agreement by any PartyArticle 7. No Party will have any obligation to indemnify any Person pursuant to this Agreement with respect to any breach of a representation or warranty unless a notice of such breach is given to the Party against whom indemnification is sought on or prior to the last day of the applicable survival period, except that if a Party has a reasonable basis to believe that an indemnifiable claim will arise and gives notice to the other Party concerning such matter within the survival period, then all rights of such Party to seek indemnification with respect to such matter will survive the expiration of such period for a period of 180 days. If an indemnifiable claim has not arisen prior to the expiration of that 180-day period but the Party continues to have a reasonable basis to believe that an indemnifiable claim will arise and gives notice to such effect to the other party Party prior to the end of such 180-day period, then all rights of the Party to seek indemnification with respect to such matter will survive for one additional period of 180 days. If an indemnifiable claim does not arise prior to the end of the second 180-day period, the rights of the Party to seek indemnification will terminate at the expiration thereof. If a Party is obligated to indemnify another Party against a particular breach, the indemnity obligation shall extend to all Adverse ConsequencesLosses, whether occurring before or after the survival period.. BUS_RE\1394606.17