Time and Manner of Certain Claims. The representations and warranties of Comcast Trust, Comcast Subsidiary, Time Warner Cable or any Transferring Person in this Agreement and any Transaction Document to which such Person is a party shall survive Closing for a period of 1 year; provided, that the representations in Section 6.24 shall not survive Closing. Notwithstanding the foregoing: (a) the liability of the parties shall extend beyond the 1-year period following Closing with respect to any claim which has been asserted in a bona fide written notice before the expiration of such 1-year period specifying in reasonable detail the facts and circumstances giving rise to such right; and (b)
(i) the representations and warranties of the parties in Sections 4.1, 4.2, 4.3, 4.5, 4.6, 5.1, 5.2, 5.3, 5.5, 6.1, 6.2, 6.3, 6.4(a)(i), 6.13, 6.15 and 6.18 shall survive Closing and shall continue in full force and effect without limitation and (ii) the representations and warranties of Time Warner Cable in Sections 6.22 and 6.23 shall survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof).
Time and Manner of Certain Claims. Except as otherwise provided herein, the representations, warranties and covenants of Buyer and Seller in this Agreement shall survive Closing for a period of twelve (12) months except for representations, warranties and covenants (i) relating to title, ownership, employee benefit matters, Copyright Act matters and Taxes, which shall survive until the expiration of the applicable statute of limitations and (ii) relating to environmental matters, which shall survive until the third anniversary of the Closing Date, and Buyer's and Seller's rights to make claims dated thereafter shall likewise expire and be extinguished on such dates. Neither Seller nor Buyer shall have any liability under Sections 11.1(a) or 11.2(a), respectively, unless a claim for Losses for which indemnification is sought thereunder is asserted by the party seeking indemnification by written notice to the party from whom indemnification is sought within the applicable survival period.
Time and Manner of Certain Claims. The representations and warranties of Comcast and TWC in this Agreement and any Transaction Document to which such Person is a party shall survive Closing for a period of 12 months. Notwithstanding the foregoing: (a) the liability of the parties shall extend beyond the 1-year period following Closing with respect to any claim which has been asserted in a bona fide written notice before the expiration of such 1-year period specifying in reasonable detail the facts and circumstances giving rise to such right; and (b)
(i) the Class 1 Comcast Representations and Warranties and the Class 1 TWC Representations and Warranties shall survive Closing and shall continue in full force and effect without limitation and (ii) the representations and warranties of the parties in Section 4.13, Section 4.22, the last sentence of Section 4.23(a), Section 5.13, Section 5.22 and the last sentence of Section 5.23(a) shall survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof).
Time and Manner of Certain Claims. The representations and warranties of Seller and Buyer in this Agreement and any Transfer Document shall survive Closing until December 31, 2007. Notwithstanding the foregoing:
(a) the liability of the Parties shall extend beyond December 31, 2007 with respect to any claim which has been asserted in a bona fide written notice prior to December 31, 2007 specifying in reasonable detail the facts and circumstances giving rise to such right; provided that any such liability shall expire on the first anniversary of such notice date unless the Party timely asserting such claim diligently prosecutes such claim prior to such first anniversary;
(b) all such representations and warranties with respect to any federal, state or local Taxes and with respect to any environmental matters shall survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof); and
(c) the representations and warranties of the Parties in Sections 6.1 through 6.5, and 7.1 through 7.5 shall survive Closing and shall continue in full force and effect without limitation.
Time and Manner of Certain Claims. Except as otherwise provided herein, the representations and warranties of Buyer and Seller, and the covenants to be performed by them on or prior to the Closing Date, in this Agreement shall survive Closing for a period of one year, except that the representations of Seller contained in Section 4.2.15 shall survive Closing for a period of 15 months and the representations and warranties contained in the first sentence of Section 4.2.3 shall survive Closing indefinitely (the "Survival Period"). Neither Seller nor Buyer shall have any liability under Sections 9.1 or 9.2, respectively, unless a claim for Losses for which indemnification is sought thereunder is asserted by the party seeking indemnification by written notice to the party from whom indemnification is sought within the Survival Period.
Time and Manner of Certain Claims. The representations, warranties, covenants and agreements contained in this Agreement shall survive the execution and delivery hereof for a period of three years, except for the covenants contained in Article IV hereof, which shall survive for the benefit of each Purchaser as long as such Purchaser owns any Shares of Real Media. Any notice of claim hereunder shall set forth the representation, warranty, covenant or agreement with respect to which the claim is made, the facts giving rise to and the alleged basis for the claim and the amount of liability asserted by reason of the claim.
Time and Manner of Certain Claims. The representations, warranties, covenants and agreements in this agreement shall survive the Effective Time. The party seeking indemnification (the "Indemnified Party") shall give the party from whom Indemnification (the "Indemnifying Party") is sought a written notice ("Notice of Claim") within 90 days of the discovery of any matter in respect of which the right to indemnification contained in this section 5 may be claimed; provided, that the failure to give such notice within such 90-day period shall not result in a waiver or loss of any right to bring such claim hereunder after such period. Notwithstanding the foregoing, failure to give such notice will terminate any obligation of the Indemnifying Party with respect to such claim to the extent such failure actually prejudiced the Indemnifying Party. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a "Notice of Possible Claim") of such claim to the Indemnifying Party, regardless of whether any loss has yet arisen from such claim. However, a party shall have no liability under this agreement for breach of warranty, covenant or agreement, or misrepresentation, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the party seeking to be indemnified prior to [March 31, 2001]. Any Notice of Claim or Notice of Possible Claim shall set forth the representations, warranties, covenants and agreements with respect to which the claim is made, the facts giving rise to and alleged basis for the claim and the amount of liability, if known, asserted by reason of the claim.
Time and Manner of Certain Claims. The representations and --------------------------------- warranties referred to in Section 7.1(a) and Section 7.2(a) of this Agreement shall survive the Closing indefinitely. The representations and warranties referred to in Section 7.1(b) and Section 7.2(b) of this Agreement shall survive the Closing for a period of one (1) year. A party hereto shall have no liability to the other under this Agreement for breach of warranty or misrepresentation (other than for a breach of warranty or misrepresentation under Section 7.1(a) or section 7.2(a)) unless a claim therefor is asserted by another party in a written notice delivered prior to the first (1st) anniversary of the Closing. Any notice of any such claim shall set forth in the representations and warranties with respect to which the claim is made, the material facts giving rise to and the alleged basis for the claim and an estimate of its damages. Neither Schein nor Cheminor shall institute a legal proceeding (other than by assertion of a counterclaim) in respect of any such claim unless (x) there shall have elapsed at least 90 days and not more than 365 days since it shall have given such notice, and (y) the party from whom indemnification is sought has not, during such 90-day period, taken such action, if any, as puts the party seeking indemnification in substantially the same position it would have been in had the representation and warranty to which such claim relates been true and correct.
Time and Manner of Certain Claims. The representations and warranties of Buyer and Sellers in this Agreement shall survive Closing for a period of eighteen months, except for representations and warranties set forth in Sections 4.2, 5.2, 5.4(a), 5.9 and 5.12, which shall survive until the expiration of the applicable statute of limitations (the applicable period of such survival being the "Survival Period"), and Buyer's and Sellers' rights to make claims thereon shall likewise expire and be extinguished on such respective dates. Neither Sellers nor Buyer shall have any liability under Sections 11.1(a)(1) or 11.2(a)(1), respectively, unless a claim for Losses for which indemnification is sought thereunder is asserted by the party seeking indemnification by written notice to the party from whom indemnification is sought within the Survival Period. Each of Seller and Buyer shall continue to be liable under Sections 11.1(a) (2), (b) and (c) or Sections 11.2(a)(2), (b) and (c), respectively, after the Closing Date without any limitation as to time.
Time and Manner of Certain Claims. The representations and warranties of Sellers and Buyer in this Agreement and any Transaction Document shall survive Closing for a period of six months except that,
(a) The representations and warranties in Sections 4.9(c), 4.9(d) and 4.9(e) shall survive closing for a period of one year;
(b) The representations and warranties contained in Sections 3.1(b), 3.1(c)(i)(A), 3.2(a)(iii) (other than the first and second sentences) and (iv), 3.2(b)(ii), (iv) (other than the first and second sentences) and (v), 3.3, 4.2, 4.3(a)(i) and (ii), 4.4, 4.12, 5.1 (third and fourth sentences only), 5.2(a)(i) and (ii), and 5.3 shall survive until the expiration of the applicable statute of limitations; and
(c) The obligations of Sellers to indemnify Buyer with respect to any Litigation by a third party (including any claim against or contingent liability of MNH under section 3.01 or 9.01 of the Contract of Sale, dated December 20, 1994, between MNH and Sioux Falls Cable), that relates to any claim, indebtedness, liability or obligation existing at the Closing Time (whether or not contingent at such time) to the extent that such claim, indebtedness, liability or obligation (i) was not reflected or reserved against on the MNH Balance Sheet or (ii) was incurred or arose after the MNH Balance Sheet Date (other than in the ordinary course of business of the MNH Entities or otherwise as permitted by this Agreement or with the consent of Buyer) and was not provided for in determining the Purchase Price (either as (A) an inclusion in the consolidated liabilities of the MNH Entities to be deducted pursuant to Section 8.3(b)(i)(A)(I)(x) in determining the Purchase Price or (B) as an inclusion in the Consolidated Current Liabilities to be deducted pursuant to Section 8.3(b)(iv)(E) in determining the Working Capital Adjustment), shall survive closing for a period of one year from the Closing Date; provided, however, that in any of the foregoing cases the liability of the parties shall extend beyond such applicable survival periods with respect to any specific breach which has been asserted in a written notice before the expiration of the applicable survival period. No claim for indemnification arising out of an alleged breach of any representation or warranty hereunder shall be valid unless notice of the breach thereof shall have been given in writing (or deemed to have been given in writing pursuant to Section 7.3(a) or (b) hereof) prior to the expiration of the applicable survival pe...
