Common use of Nothing contained in Section 5 Clause in Contracts

Nothing contained in Section 5. 1(a) shall impair any right of any party (or any of the respective members of such party’s Group) to enforce this Agreement, any Ancillary Agreement or any other Contracts that are contemplated by Section 2.11(b) or the applicable Schedules thereto, nor shall anything contained in those sections be interpreted as terminating as of the Distribution Date any rights under any such Contracts. For purposes of clarification, nothing contained in Section 5.1(a) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any member of the Vishay Group or the VPG Group that is specified in Section 2.11(b) or the applicable Schedules thereto as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.11(b) as not to terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement; (iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the Distribution Date; (iv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another Group; (v) any Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; or (vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1. In addition, nothing contained in Section 5.1(a) shall release any party from honoring its existing obligations to indemnify any director, officer or employee of either Group who was a director, officer or employee of such party on or prior to the Distribution Date, to the extent that such director, officer or employee becomes a named defendant in any litigation involving such party and was entitled to such indemnification pursuant to then existing obligations.

Nothing contained in Section 5. 1(a) shall impair or otherwise affect any right of any party (or any of the respective members either Party and, as applicable, a member of such partyParty’s Group) , or Parent or its Affiliates, to enforce this Agreement, any Ancillary the Merger Agreement, the Transition Services Agreement or any other Contracts that are agreements, arrangements, commitments or understandings contemplated by Section 2.11(b) in this Agreement, the Merger Agreement or the applicable Schedules thereto, nor shall anything contained Transition Services Agreement to continue in those sections be interpreted as terminating as of effect after the Distribution Date any rights under any such ContractsEffective Time. For purposes of clarificationIn addition, nothing contained in Section 5.1(a) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any member of the Vishay Group or the VPG Group that is specified in Section 2.11(b) or the applicable Schedules thereto as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.11(b) as not to terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned Transferred or allocated to the Group of which such Person is a Party or a member in accordance withof such Party’s Group pursuant to or contemplated by, or any other Liability of any member of any such Group under, this Agreement, the Merger Agreement or the Transition Services Agreement including (A) with respect to the Company, any Ancillary Agreement;RemainCo Liability and (B) with respect to SpinCo, any SpinCo Liability; (iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the Distribution Date; (ivii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group or its Affiliates at the request or on behalf of a member of another the other Group; (viii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Distribution Effective Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and the other Party (and/or a member of such other Party’s Group), on the other hand; and (iv) any Liability that the parties Parties may have with respect to indemnification or contribution pursuant to this Agreement, the Merger Agreement, the Transition Services Agreement or otherwise for claims brought against the parties Parties by third other Persons, which Liability shall be governed by the provisions of this Article ARTICLE V and Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; or (vi) any Liability Merger Agreement or the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1. In addition, nothing contained in Section 5.1(a) shall release any party from honoring its existing obligations to indemnify any director, officer or employee of either Group who was a director, officer or employee of such party on or prior to the Distribution Date, to the extent that such director, officer or employee becomes a named defendant in any litigation involving such party and was entitled to such indemnification pursuant to then existing obligationsTransition Services Agreement.

Nothing contained in Section 5. 1(a) shall impair or otherwise affect any right of any party (or any Party, and as applicable, a member of the respective members of such partyParty’s Group) Group to enforce this Agreement, any Ancillary Agreement or any other Contracts that are agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated by Section 2.11(b) in this Agreement or any Ancillary Agreement to continue in effect after the applicable Schedules thereto, nor shall anything contained in those sections be interpreted as terminating as of the Distribution Date any rights under any such ContractsEffective Time. For purposes of clarificationIn addition, nothing contained in Section 5.1(a) shall release any Person from: (i) any Liability assumed, Transferred by, or assigned or allocated to, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any Ancillary Agreement including (A) with respect to iGATE, any iGATE Liability and (B) with respect to Mastech, any Mastech Liability; (ii) any Liability provided in or resulting from any agreement among any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the Vishay Group or one hand, and the VPG Group that is specified in Section 2.11(b) or the applicable Schedules thereto as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.11(b) as not to terminate as of the Distribution Date; Party (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is and/or a member in accordance withof such Party’s Group), or any on the other Liability of any member of any Group under, this Agreement or any Ancillary Agreementhand; (iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the Distribution Date; (iv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another Group; (v) any Liability that the parties Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise for claims brought against the parties Parties by third Personsa third-party, which Liability shall be governed by the provisions of this Article ARTICLE V and Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; or; (viiv) any Liability the release of which would result in the release of with respect to any Person other than a Person released pursuant to this Section 5.1Continuing Arrangements. In addition, nothing contained in Section 5.1(a) shall release any party iGATE from honoring its existing obligations to indemnify indemnifying any director, officer or employee of either Group Mastech who was a director, officer or employee of such party iGATE or any of its Affiliates on or prior to the Distribution DateEffective Time, to the extent that such director, officer or employee is or becomes a named defendant in any litigation involving such party and Action with respect to which he or she was entitled to such indemnification pursuant to then obligations existing obligations.prior to the Effective Time, it being understood that if the underlying obligation giving rise to such Action is a Mastech Liability, Mastech shall indemnify iGATE for such Liability (including iGATE’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this ARTICLE V.

Nothing contained in Section 5. 1(a) shall impair or otherwise affect any right of any party (or any of the respective members either Party and, as applicable, a member of such partyParty’s Group) , or Parent or its Affiliates, to enforce this Agreement, any Ancillary the Merger Agreement, the Transition Services Agreement or any other Contracts that are agreements, arrangements, commitments or understandings contemplated by Section 2.11(b) in this Agreement, the Merger Agreement or the applicable Schedules thereto, nor shall anything contained Transition Services Agreement to continue in those sections be interpreted as terminating as of effect after the Distribution Date any rights under any such ContractsEffective Time. For purposes of clarificationIn addition, nothing contained in Section 5.1(a) shall release any Person from: (i) any Liability provided in or resulting from any agreement among any member of the Vishay Group or the VPG Group that is specified in Section 2.11(b) or the applicable Schedules thereto as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.11(b) as not to terminate as of the Distribution Date; (ii) any Liability, contingent or otherwise, assumed, transferred, assigned Transferred or allocated to the Group of which such Person is a Party or a member in accordance withof such Party’s Group pursuant to or contemplated by, or any other Liability of any member of any such Group under, this Agreement, the Merger Agreement or the Transition Services Agreement including (A) with respect to the Company, any Ancillary Agreement;RemainCo Liability and (B) with respect to SpinCo, any SpinCo Liability; (iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group prior to the Distribution Date; (ivii) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group or its Affiliates at the request or on behalf of a member of another Group;the other Group; (viii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Distribution Effective Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and the other Party (and/or a member of such other Party’s Group), on the other hand; (iv) any Liability that the parties Parties may have with respect to indemnification or contribution pursuant to this Agreement, the Merger Agreement, the Transition Services Agreement or otherwise for claims brought against the parties Parties by third other Persons, which Liability shall be governed by the provisions of this Article ARTICLE V and Article VI and, if applicable, the appropriate provisions of the Ancillary AgreementsMerger Agreement or the Transition Services Agreement; orand (viv) any Liability the release of which would result in the a release of any Person other than the Persons released in Section 5.1(a); provided that the Parties agree not to bring any Proceeding or permit any other member of their respective Group to bring any Proceeding against a Person released pursuant to this Section 5.1. In addition, nothing contained in Section 5.1(a) shall release any party from honoring its existing obligations to indemnify any director, officer or employee of either Group who was a director, officer or employee of such party on or prior to the Distribution Date, to the extent that such director, officer or employee becomes a named defendant in any litigation involving such party and was entitled with respect to such indemnification pursuant to then existing obligationsLiability.