Limited Survival Clause Samples

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. (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 ▇▇▇▇▇ Stockholder in Section 4.09 shall survive 180 days from Closing. (b) Any claim by Newmark against the ▇▇▇▇▇ 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 ▇▇▇▇▇ Stockholder on or prior to 180 days from Closing. (c) The ▇▇▇▇▇ 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 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. 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. Except as expressly provided in SECTIONs 2.02(c), 2.02(d), 2.02(f), 2.06, 2.07, 5.03(c), 5.04(a), 5.05, 5.06, 5.07, 5.08(b) and (c), 5.09, 5.10, 5.11, 9.02, Articles VI, VIII and X hereof (which provisions together with the definitions set forth in SECTION 1.01 which are operative with respect thereto and the operative provisions of this Article 10 such as "Notice," "Governing Law," and similar operative provisions) shall survive the Closing subject to any limitations on survival described therein), the provisions of this Agreement shall not survive the Closing and shall be merged into the Ancillary Agreements and the other documents executed and delivered at the Closing.

Limited Survival. Except for the representations and warranties of the Company set forth in Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.8, 7.13, 8.3, 8.4 and 8.5, which shall survive the Final Closing, all representations and warranties of the Company and the Holder set forth herein shall terminate as of the Final Closing. The covenants of the Company and the Holder contained herein shall survive the Final Closing.