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. 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 and warranties of Seller and Buyer in this Agreement and any Transfer Document shall survive Closing until December 31, 2007. Notwithstanding the foregoing:
Time and Manner of Certain Claims. The representations and warranties of Buyer and Seller in this Agreement and any Transaction Document shall survive Closing for a period of two years, except (i) those stated in Section 5.9 (Tax Matters), which shall survive Closing for six months beyond the expiration of all statutory periods of limitations applicable to claims for which Buyer or Seller could incur any liability if the representations and warranties stated therein were not true and accurate, (ii) those stated in Section 5.12 (Legal Compliance), which shall survive Closing for one year beyond the expiration of all statutory periods of limitations applicable to claims for which Buyer or Seller could incur any liability if the representations and warranties stated therein were not true and accurate, (iii) those stated in Section 5.16 (Environmental Matters), which shall survive Closing for a period of fifteen years, and (iv) those stated in Section 5.4 (Assets), which shall survive Closing indefinitely (the "Survival Periods"). Neither party shall have any liability under paragraphs 10.1(a) or 10.2(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 respective Survival Periods and, in the case of claims for indemnification by Buyer (other than claims for indemnification by Buyer under Sections 10.1(g) and (h) of this Agreement), unless and to the extent that the amount of such claimed Losses exceeds an aggregate amount of $50,000. Notwithstanding anything to the contrary contained herein, Buyer shall not be entitled to recover more than the amount of the Purchase Price, 3 4 as adjusted by the Adjustment Amount, if any, for all Losses for which indemnification is sought under this Agreement, absent fraud or willful misconduct on Seller's part.
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 as long as Advance 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 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 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 Sellers and Buyer in this Agreement and any Transaction Document shall survive Closing for a period of six months except that,
