BE SO PERFORMED OR COMPLIED WITH BY BUYER AT OR BEFORE THE CLOSING.
(C)
BUYER SHALL HAVE DELIVERED TO SELLER THE CLOSING
DELIVERABLES SET FORTH IN SECTION 2.4(B).
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(D)
SELLER SHALL HAVE RECEIVED AT THE CLOSING A
CERTIFICATE, DATED AS OF THE CLOSING DATE, OF AN OFFICER OF BUYER CERTIFYING
THAT THE CONDITIONS SET FORTH IN SECTIONS 7.3(A), 7.3(B) AND 7.3(C) HAVE BEEN
SATISFIED.
(E)
THE AIR TIME AGREEMENT SHALL HAVE BEEN
TERMINATED.
ARTICLE 8
SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION
8.1
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS.
THE REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS OF THE
PARTIES SET FORTH IN THIS AGREEMENT, THE SELLER DISCLOSURE SCHEDULE, THE BUYER
DISCLOSURE SCHEDULE, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.4 ANY
TRANSFER INSTRUMENT AND ANY OTHER CERTIFICATE OR DOCUMENT (OTHER THAN THE
COLLATERAL AGREEMENTS) DELIVERED PURSUANT TO THIS AGREEMENT SHALL SURVIVE FOR
TWELVE (12) MONTHS AFTER THE CLOSING DATE; PROVIDED, HOWEVER, THAT THE
REPRESENTATIONS AND WARRANTIES OF THE SELLER CONTAINED IN SECTION 3.8 (TAXES) OF
THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES OF BUYER CONTAINED IN
SECTION 4.1 AND 4.2 OF THIS AGREEMENT SHALL SURVIVE UNTIL NINETY (90) DAYS AFTER
THE EXPIRATION OF THE APPLICABLE STATUTES OF LIMITATION (INCLUDING ANY
EXTENSIONS THEREOF) WITH RESPECT THERETO (EACH SUCH APPLICABLE DATE, THE
"SURVIVAL DATE").
THE WAIVER OF ANY CONDITION BASED UPON THE ACCURACY OF ANY
REPRESENTATION OR WARRANTY, OR ON THE PERFORMANCE OF OR COMPLIANCE WITH ANY
COVENANT OR OBLIGATION, WILL NOT AFFECT THE RIGHT TO INDEMNIFICATION,
REIMBURSEMENT OR OTHER REMEDY BASED UPON SUCH REPRESENTATIONS, WARRANTIES,
COVENANTS AND OBLIGATIONS.
FOR PURPOSES OF THIS AGREEMENT, EACH STATEMENT OR
OTHER ITEM OF INFORMATION SET FORTH IN THE SELLER DISCLOSURE SCHEDULE OR BUYER
DISCLOSURE SCHEDULE SHALL BE DEEMED TO BE A REPRESENTATION AND WARRANTY MADE BY
THE SELLER OR THE BUYER, AS APPLICABLE, IN THIS AGREEMENT.
8.2
BUYER INDEMNIFICATION.
(A)
SUBJECT TO THE LIMITATIONS SET FORTH IN THIS
ARTICLE 8, AND AS OTHERWISE EXPRESSLY SET FORTH HEREIN, BUYER HEREBY AGREES TO
INDEMNIFY SELLER AND SELLER'S SUBSIDIARIES, AFFILIATES AND REPRESENTATIVES (THE
"SELLER INDEMNIFIED PARTIES"), AGAINST AND AGREES TO HOLD THE SELLER INDEMNIFIED
PARTIES HARMLESS FROM ANY LOSS INCURRED OR SUFFERED BY THE SELLER INDEMNIFIED
PARTIES (REGARDLESS OF WHETHER OR NOT SUCH LOSSES RELATE TO ANY THIRD PARTY
CLAIM) ARISING OUT OF OR RELATED TO:
(I)
A WARRANTY BREACH OR COVENANT BREACH BY BUYER;
(II)
ANY TAXES OF GPAA OR LDMA (OR ANY SUBSIDIARY OF
EITHER), OR ANY TAXES OF BUYER LEVIED WITH RESPECT TO GPAA AND LDMA,
ATTRIBUTABLE TO TAX PERIODS (OR PORTIONS OF TAX PERIODS) ENDING AFTER THE
CLOSING DATE AND ANY OTHER TAXES (INCLUDING ANY AND ALL INCOME TAXES AND TAXES
IN THE NATURE OF INCOME TAXES) OF BUYER (AND ANY SUBSIDIARIES OF BUYER OTHER
THAN GPAA OR LDMA OR THEIR SUBSIDIARIES) FOR ANY TAX PERIODS; AND
31
(III)
THE ASSUMED LIABILITIES.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY
AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS ARTICLE 8, BUYER SHALL HAVE NO
LIABILITY WITH RESPECT TO INDEMNIFICATION UNDER THIS AGREEMENT DUE