Common use of Survival of Representations and Warranties; Survival of Covenants and Agreements Clause in Contracts

Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of each Seller set forth in Sections 3.1, 3.2, 3.3, 3.6 and 3.21 shall expire at the Closing in which such Seller participates. The representations and warranties of each Seller set forth in Sections 3.4, 3.5, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.22, 3.23, 3.24 and 3.25 shall survive for a period of 12 months following the Closing in which such Seller participates. The representations and warranties of NAESCO set forth in Section 3 shall survive for a period of 12 months following the Initial Closing, except for the representations and warranties set forth in Section 3.21, which shall expire at the Initial Closing. The representations and warranties of the Buyer set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.7, 4.8 and 4.12 shall expire, with respect to a given Seller, upon the Closing in which such Seller participates. The representations and warranties of the Buyer set forth in Sections 4.4, 4.6, 4.9 and 4.11 shall survive, with respect to a given Seller, for a period of 12 months following the Closing in which such Seller participates. All representations and warranties of the Parties and NAESCO contained in this Agreement shall terminate upon a termination of this Agreement pursuant to Section 10. The covenants of the Parties contained in this Agreement, other than those which by their terms survive the Initial Closing and/or termination of this Agreement (including, without limitation, the covenants set forth in Sections 5.7, 5.8, 5.9, 5.10, 5.12, 5.13, 5.14, 5.15, 5.17, 5.18, 5.19, 5.21, 5.22, 5.23, 7, 8, 9, 11 and 12 and related definitions), shall terminate with respect to a Seller, at the Closing in which such Seller participates, and with respect to the Buyer, at the last Subsequent Closing, or the termination of this Agreement pursuant to Section 10.

Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of each Seller set forth in Section 3 (other than (i) the representations and warranties set forth in Sections 3.1, 3.23.2 and 3.4 (collectively, 3.3the "Title and Authority Representations"), 3.6 and 3.21 which shall expire at survive the Closing in which such Seller participates. The representations and warranties of each Seller set forth in Sections 3.4indefinitely, 3.5, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.22, 3.23, 3.24 and 3.25 shall survive for a period of 12 months following the Closing in which such Seller participates. The representations and warranties of NAESCO set forth in Section 3 shall survive for a period of 12 months following the Initial Closing, except for (ii) the representations and warranties set forth in Section 3.213.12 (environmental matters), which shall expire at survive the Initial Closing. The Closing for a period of two (2) years, and (iii) the representations and warranties set forth in Section 3.7 (taxes), which shall survive the Closing for 60 days following the expiration of the applicable statute of limitations) and the representations and warranties of the Buyer set forth in Sections 4.14, 4.2, 4.3, 4.5, 4.7, 4.8 and 4.12 shall expire, with respect to a given Seller, upon survive the Closing in which such Seller participates. The representations and warranties of the Buyer set forth in Sections 4.4, 4.6, 4.9 and 4.11 shall survive, with respect to a given Seller, for a period of 12 months following the Closing in which twelve (12) months, provided that all such Seller participates. All representations and warranties of the Parties and NAESCO contained in this Agreement shall terminate upon a termination of this Agreement pursuant to Section 1010.1. The covenants of the Parties contained in this Agreement, other than those which that by their terms survive the Initial Closing and/or termination of this Agreement Agreement, (including, without limitation, and other than (i) the covenants set forth in Sections 5.7Section 5.3 (operation of business), 5.8, 5.9, 5.10, 5.12, 5.13, 5.14, 5.15, 5.17, 5.18, 5.19, 5.21, 5.22, 5.23, 7, which shall survive the Closing for a period of twelve (12) months and (ii) the covenants set forth in Section 8, 9, 11 and 12 and related definitionswhich shall survive the Closing for 60 days following the expiration of the applicable statute of limitations), shall terminate with respect to a Seller, at 30 days after the Closing in which such Seller participates, and with respect to the Buyer, or at the last Subsequent Closing, or the termination of this Agreement pursuant to Section 1010.1, except as set forth in such Section.