Common use of Limited Survival Clause in Contracts

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) 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”)) shall survive the Closing indefinitely, and (ii) the 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 Buyer contained in this Agreement and covenants to be performed prior to the Closingclosing, 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 limitationsClosing indefinitely.

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 The indemnification provided for in Section 5.1 9.1(a)(i) shall terminate upon the eighteen (Organization; Qualification)18) month anniversary of the date hereof, Section 5.2 except with respect to (Authority Relative to this Agreement; Enforceability), Section 5.7.(ax) (Real Property and Personal Property) and Section 5.11 (Brokerage Fees and Commissions) (collectively, the “Seller Fundamental Representations and Warranties”), and Matters (ii) other than the representations and warranties set forth in Section 5.10 3.1(g) (Tax Matters)), in each which case such indemnification shall survive until the applicable statute of limitations, and (y) the representations and warranties set forth in Section 3.1(g) (Tax Matters) and the covenants of Parent and Vectron set forth in Section 5.1, in which case such indemnification shall survive until ninety (90) days following the expiration of the applicable statute of limitations (e.g., the statute of limitations applicable to the underlying Tax under the relevant tax laws), (ii) the indemnification provided for in Section 9.1(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 9.1(a)(iii), 9.1(a)(iv), 9.1(a)(v) and 9.1(a)(vi) 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 limitations period applicable to the Closingmatters covered thereby (e.g., shall survive the Closing hereunder for statute of limitations applicable to the underlying Tax under the relevant tax laws if the indemnification relates to a period of twelve (12) months after the Closing Date, after which they shall expire and be of no further force or effectTax); provided, however, that the representations and warranties that, in Section 6.1 (Organization and Good Standing)each case, Section 6.2 (Authority Relative such indemnification shall continue thereafter as to this Agreement; Enforceability) and Section 6.5 (Brokerage Fees and Commissions) (collectively, the “any Losses with respect to which a Buyer Fundamental Representations and Warranties”), shall survive until the expiration of the applicable statute of limitations.Indemnified Party has validly given Parent or Vectron an Indemnification