Period of Indemnity. The indemnification and expense payment obligations of the Company contained herein shall continue for so long as Indemnitee may be or become subject to any threatened or filed Claim.
Period of Indemnity. The length of time of necessary interruption of business for which indemnity is payable is limited, in addition to those provisions set out in this rider, to a maximum of 12 consecutive calendar months following the date of damage or destruction.
Period of Indemnity. All representations and warranties of the parties contained in this Agreement or the Transition Services Agreement, and all indemnification obligations under Section 10.1 or 10.2 to the extent arising out of a breach of such representations and warranties, shall survive the execution and delivery of this Agreement and shall continue in full force and effect until December 31, 2005 and thereafter shall terminate; provided, however, that (a) to the extent any breach of a representation, warranty, covenant or agreement involves any Losses in each case relating to or for ERISA, Taxes or bulk transfer laws of any jurisdiction, the right to assert a claim and any indemnity obligation shall survive until the expiration of the applicable statute of limitations; provided, further, however, that if at or prior to the expiration of such period the Indemnified Party has delivered a Claims Notice in accordance with Section 10.5 but the underlying claim has not been fully determined, such period will be extended as to such claim until it is finally determined; and (b) the representations and warranties of Seller and the Selling Subsidiary set forth in Sections 5.1 and 5.2 and of Buyer and Parent set forth in Sections 6.1 and 6.2 shall survive indefinitely. All covenants or agreements which by their terms are to be performed on or after the Closing Date shall survive until fully discharged. Buyer's obligations with respect to Assumed Liabilities and Seller's obligations with respect to Excluded Liabilities (other than to the extent arising solely under Section 2.2(g)) shall survive indefinitely.
Period of Indemnity. The aforesaid indemnities under Sections 38 and 39, shall remain in full force and effect:
Period of Indemnity. The indemnities set forth in clause (ii) of Section 6.2 and clause (iii) of Section 6.3 shall expire six (6) months after the running of the relevant statute of limitations. All other indemnities set forth in Sections 6.2 and 6.3 shall not expire until performed in full.
Period of Indemnity. All representations, warranties and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of the Agreement and shall continue in full force and effect for a period of one (1) year after the Closing Date and thereafter shall terminate, except as to any claim for which written notice shall have been given prior to such date; and provided, further, that all covenants or agreements which by their terms are to be performed after the first anniversary of the Closing Date shall survive until fully discharged.
Period of Indemnity. The aforesaid indemnities under Sections 18.1 and 18.2, shall remain in full force and effect for a period equal to twenty-four (24) months after the Closing Date; provided, however, notwithstanding the prior clause, that the indemnities under Sections 18.1(f) and 18.2(f) shall remain in full force and effect until thirty (30) days after the expiration of the statute of limitations applicable to the claim for which indemnity is sought; and further provided, however, if at the expiration of the applicable period any claim or assessment for indemnification has been asserted but not fully determined, or any audit or other proceeding with respect to any tax matter has been initiated, such period will be extended as to such claim, assessment, audit or other proceeding until it is finally determined or concluded.
Period of Indemnity. All representations and warranties made by each Party in this Agreement, in any Schedule attached hereto or in any list, certificate, document or written statement furnished or delivered by any such Party pursuant hereto shall survive the Closing, and shall remain in full force (notwithstanding any investigation conducted before or after the Closing, or the decision of any Party to complete the Closing) for a period of twelve (12) months following the Closing, except for Sections 10.1(a), (b), (c), (h) and (k) (the “Fundamental 50 Representations”), which shall survive the Closing for a period of ten (10) years; provided, however, that: (i) if at the expiration of the Applicable Survival Period (as defined below), any Claim or assessment for indemnification has been asserted (for which proper notice has been given in accordance with Section 18.4) but not fully determined, or any audit or other proceeding with respect to any Tax matter has been initiated, such period will be extended as to such Claim, assessment, audit or other proceeding until it is finally resolved, determined or concluded as applicable; (ii) if a particular provision is stated as surviving the Closing indefinitely, such provision shall survive the Closing for a period of ten (10) years; and (iii) with respect to any claims of breach of this Agreement by Seller resulting from Seller’s fraud, intentional misrepresentation or willful misconduct, such limitations period shall be the longest period permitted by applicable law. All covenants and agreements contained herein which by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date, shall survive the Closing in accordance with their terms; provided that any such covenant or agreement which expires on a date certain shall survive until such date certain. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate. The period for which a representation or warranty, covenant or agreement survives the Closing is referred to herein as the “Applicable Survival Period”. The provisions of this Section 18.3 shall supersede and render null and void any right of merger or similar rule of law which would or could otherwise take effect with respect to the representations and warranties covered by Section 10.
Period of Indemnity. The indemnity in clause 6.5.6 will apply in relation to each Consumer to which the notice given under clause 6.5.1(a) relates in respect of the period from the date of such notice until the earlier of:
Period of Indemnity. The indemnities contained in this Article VIII shall expire one (1) year from the Closing Date, except with respect to Sellers' indemnity for VAT, which will expire five (5) years after the Closing Date, and except with respect to Sellers' and Buyers' indemnity for Management Employees' claims which will expire three (3) years after the Closing Date and except with respect to the representations and warranties made in Section 3.12 which indemnities shall survive until the expiration of the applicable tax statutes of limitation plus a period of sixty (60) days, and except with respect to Buyer Losses or Seller Losses as to which notice has been given pursuant to Sections 8.01 or 8.02 within such period, in which case the indemnification period shall be extended until final resolution of such losses.
