Limited Survival. (a) Each covenant and agreement contained in this Agreement or in any document delivered pursuant to the Closing which by its terms contemplates performance after the Closing Date, shall survive the Closing and be enforceable until such covenant or agreement has been fully performed.
(b) All representations and warranties of Seller contained in this Agreement, and covenants to be performed prior to the Closing, shall survive the Closing for a period of twelve (12) months after the Closing Date, after which they shall expire and be of no further force or effect; provided, however, that (i) the representations and warranties contained in Section 5.1 (Organization; Qualification), Section 5.2 (Authority Relative to this Agreement; Enforceability), Section 5.7.(a) (Real Property and Personal Property) and Section 5.11 (Brokerage Fees and Commissions) (collectively, the “Seller Fundamental Representations and Warranties”), and (ii) representations and warranties set forth in Section 5.10 (Tax Matters), in each case shall survive until sixty (60) days following the expiration of the applicable statute of limitations.
(c) All representations and warranties of the Buyers contained in this Agreement and covenants to be performed prior to the Closing, shall survive the Closing hereunder for a period of twelve (12) months after the Closing Date, after which they shall expire and be of no further force or effect; provided, however, that the representations and warranties in Section 6.1 (Organization and Good Standing), Section 6.2 (Authority Relative to this Agreement; Enforceability) and Section 6.5 (Brokerage Fees and Commissions) (collectively, the “Buyer Fundamental Representations and Warranties”), shall survive until the expiration of the applicable statute of limitations.
Limited Survival. (a) Other than Fundamental Representations, each of the representations and warranties and the covenants that by their express terms are to be performed at or prior to the Closing, in each case, as set forth in this Agreement, any other Transaction Document or in any other document delivered in connection herewith or therewith, shall terminate and be of no further force and effect from and after the Closing and no party shall have any liability with respect thereto from and after the Closing. Except as otherwise set forth in this Agreement, any Transaction Document or in any other document delivered in connection herewith or therewith, the Fundamental Representations and those covenants that by their express terms are required to be performed after the Closing set forth in this Agreement shall survive the Closing for a period of the shorter of four (4) years from Closing and the applicable statute of limitations. No Claim for breach of any Fundamental Representations and the covenants that by their express terms are required to be performed after the Closing may be asserted unless (i) such Claim is asserted in writing pursuant to an Indemnification Claim Notice (as defined below) prior to the expiration of the applicable survival period set forth in this Section 8.1(a), and (ii) such Claim is made for Damages incurred prior to the expiration of the applicable survival period set forth in this Section 8.1(a).
(b) The Fundamental Representations of Parent shall expire on the date of removal of any Restrictive Legend set forth in any certificate or book-entry form evidencing the Merger Consideration held by any Merger Consideration Holder, except for any Merger Consideration Holder who does not deliver a Representation Letter before January 1, 2023.”
Limited Survival. Subject to the provisions of Section 9.2, each and every representation, warranty and covenant contained in this Agreement other than (a) the covenants contained in Sections 3.2, 3.3, 3.4, 7.1, 7.2, 7.3, 7.4, 7.5, 7.7, 7.8, 7.9, 7.11 and 7.13 and in Articles IX and XI (which covenants shall survive in accordance with their terms), (b) the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.10(a), 5.10(b), 5.10(c) and 5.10(d) in the case of Seller, and Sections 6.1, 6.2 and 6.4, in the case of Buyer (which representations and warranties shall survive indefinitely) and (c) the representations and warranties contained in Sections 5.17 and 5.22 (which representations and warranties shall survive until ninety (90) days following the expiration of the applicable statute or similar period of limitations), shall expire with, and be terminated 18 months from the Closing Date, and such representations, warranties and covenants shall not survive such date, and none of the Seller, the Buyer or any officer, director, advisor or Affiliate of any of them shall be under any liability whatsoever with respect to any such representation, warranty or covenant.
Limited Survival. The Parties’ rights and obligations contained in Sections 2.4 ("Proprietary Notices"), 3.9 (“Confidentiality”), 5.2 ("Limitation of Damages"), 6.3 (“Effect of Termination”), 7.0 ("General Terms"), 6.5 (“Late or Nonpayment”), and any obligations to make payment of Fees or other amounts accrued or due hereunder prior to termination, shall survive any termination of this Agreement.
Limited Survival. (a) All representations, warranties, covenants and agreements of the parties contained in this Agreement will survive the execution and delivery of this Agreement and the Closing and shall be fully effective and enforceable for the Applicable Time Period. For purposes of this Agreement, the "Applicable Time Period" shall mean the period ending as follows:
Limited Survival. (a) The representations and warranties of the Parties contained in this Agreement shall terminate and not survive the Closing provided that the representations and warranties made by the Xxxxx Stockholder in Section 4.09 shall survive 180 days from Closing.
(b) Any claim by Newmark against the Xxxxx Stockholder with respect to a breach of the representation or warranty of the Engle Stockholder must be made by Newmark in writing and must be given to the Xxxxx Stockholder on or prior to 180 days from Closing.
(c) The Xxxxx Stockholder shall have the option of satisfying any claim under this Section 11.01 by delivering cash to Newmark or by returning Consideration Shares (or shares into which such Consideration Shares are converted) to Newmark with a valuation equal to the amount of such claim (as same may be agreed or adjudicated). For purposes hereof, the Consideration Shares then held by the Engle Stockholder shall be valued at the greater of (i) $29,343.89156 which is the per share value attributable to said shares in the Merger and (ii) the average closing price of a share of Common Stock of Newmark on the Nasdaq Stock Market or such other exchange on which such share may be traded for the fifteen trading days immediately preceding the payment in satisfaction of such claim.
Limited Survival. The representations and warranties of Seller and Purchaser set forth herein shall survive the Closing for one (1) year.
Limited Survival. The parties intend to shorten the statute of limitations and agree that no claims or causes of action (other than those relating to fraud or those permitted by Section 12.2(v) or 12.5) may be brought against Buyer or Seller after the Closing or any termination of this Agreement based upon, directly or indirectly, any of the representations or warranties contained in Article 4 or Article 5 of this Agreement at any time or any agreements contained in Article 6 or Article 7, provided that for a period of one hundred twenty (120) days commencing on the Closing Date, Buyer may bring claims against Seller based upon any of the pre-closing covenants contained in Sections 7.2 and 7.3 of this Agreement. For avoidance of doubt, claims or causes of action for fraud shall survive Closing, and the parties shall be entitled to assert claims and bring causes of action against each other in respect of claims or causes of action for fraud subsequent to Closing and as otherwise permitted in Sections 12.2 and 12.5 below.
Limited Survival. The provisions of Sections 3.0, 5.0, 6.0, 7.0, 8.0, 9.0, 10.0 and 11.0 shall survive any termination of this Agreement.
Limited Survival. (i) The indemnification provided for in Section 9.2(a)(i) shall terminate upon the eighteen (18) month anniversary of the Closing Date, except with respect to any Buyer Fundamental Matters, in which case such indemnification shall survive until the applicable statute of limitations, (ii) the indemnification provided for in Section 9.2(a)(ii) shall terminate in accordance with the expiration of the terms of the covenants and agreements covered thereby or, if no term is expressly stated therein, upon the expiration of the statute of limitations period applicable to the matters covered thereby and (iii) the indemnification provided for in Sections 9.2(a)(iii) shall survive until sixty (60) days following the expiration of the statute of limitations period applicable to the matters covered thereby; provided, however, that, in each case, such indemnification shall continue thereafter as to any Losses with respect to which a Vectron Indemnified Party has validly given Buyer an Indemnification Notice in accordance with Section 9.3 on or prior to the date such indemnification would have otherwise terminated in accordance with this Section 9.2(b), as to which such indemnification shall continue solely with respect to the specific matters identified in such Indemnification Notice until the resolution thereof in accordance with this Agreement.
