Common use of Survival of Representations, Warranties, Covenants and Obligations Clause in Contracts

Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties contained in this Agreement shall survive the Closing for a period of eighteen (18) months from the Closing Date except that (i) all representations and warranties set forth in Section 4.7 (Environmental Matters) shall survive the Closing for a period of three (3) years from the Closing Date, (ii) all representations and warranties set forth in Sections 4.9 (ERISA; Benefit Plans), 4.14 (NRC Licenses), and any claim with respect to fraud, intentional misrepresentation or a deliberate or willful breach by Seller or Buyer shall survive the Closing until the expiration of the applicable statutory period of limitation plus any extensions or waivers thereof and (iii) all representations and warranties set forth in Sections 4.1 (Organization), 4.2 (Authority Relative to this Agreement), 4.5(a) and (b) (Title and Related Matters), 4.17 (Qualified Decommissioning Fund) (except with respect to 4.17(a)(ii), (iv), (v), and (vi), and 4.17(d)(ii) and 4.17(f)), 5.1 (Organization; Qualification), 5.2 (Authority Relative to this Agreement), 5.7 (Transfer of Assets of Qualified Decommissioning Fund) and 6.7 (Brokerage Fees and Commissions) hereof shall survive the Closing indefinitely. Each Party shall be entitled to rely upon the representations and warranties of the other Party set forth herein, notwithstanding any investigation or audit conducted prior to or following the Closing or the decision of any Party to complete the Closing. (b) The covenants and obligations of the Parties set forth in this Agreement, including the indemnification obligations of the Parties under Article 8 hereof, shall (unless otherwise specifically set forth herein) survive the Closing in accordance with their terms, and the Parties shall be entitled to the full performance thereof by the other Parties hereto.

Survival of Representations, Warranties, Covenants and Obligations. (a) The representations representations, warranties, covenants and warranties obligations contained in this Agreement shall survive the Closing for a period execution and delivery of eighteen this Agreement, any examination by or on behalf of the Parties, and the consummation of the transactions contemplated herein; provided, however, that, notwithstanding the foregoing (18A) months from the Closing Date except that (i) all representations and warranties set forth contained in Section 4.7 (Environmental Matters) Sections 4.1.1, 4.1.2, 4.1.8, 4.1.24, 4.2.1, 4.2.2 and 4.2.5 shall survive the Closing for a period of three (3) years from the Closing Datewithout limitation, (iiB) all representations the representations, warranties, covenants, and warranties set forth obligations contained in Sections 4.9 (ERISA; Benefit Plans)4.1.14, 4.14 (NRC Licenses)5.3, 5.4, 5.7, 5.8, 5.13, 5.15, 5.16, 5.18, 6.6 and any claim with respect to fraud, intentional misrepresentation or a deliberate or willful breach by Seller or Buyer 8.2 shall survive the Closing until the expiration of the applicable statutory period periods of limitation plus limitations, giving effect to any extensions waiver, mitigation, or waivers thereof and (iii) all representations and warranties set forth in Sections 4.1 (Organization), 4.2 (Authority Relative to this Agreement), 4.5(a) and (b) (Title and Related Matters), 4.17 (Qualified Decommissioning Fund) (except with respect to 4.17(a)(ii)extension thereof, (iv), (v), and (vi), and 4.17(d)(iiC) and 4.17(f)), 5.1 (Organization; Qualification), 5.2 (Authority Relative to this Agreement), 5.7 (Transfer of Assets of Qualified Decommissioning Fund) and 6.7 (Brokerage Fees and Commissions) hereof shall survive the Closing indefinitely. Each Party shall be entitled to rely upon the representations and warranties contained in Article 4 and 5 and not otherwise referred to in clauses (A) and (B) of this Section 6.3)) shall survive until two (2) years after the Closing Date, (D) any covenant to be performed after the Closing Date (other than the covenants referred to in clause (B) of this Section 6.3 shall survive until such date as such covenants are fully performed, and (E) any other representations, warranties, covenants, and obligations contained in this Agreement shall terminate on the sixth (6th) anniversary of the other Party set forth Closing Date. Except as otherwise provided herein, notwithstanding no claim shall be made under this Article 6 or any investigation other provision of this Agreement or audit conducted prior to or following otherwise for the Closing or the decision breach of any Party to complete representation, warranty, covenant, or obligation contained in this Agreement, or under any certificate delivered with respect hereto, after the Closing. (b) The covenants and obligations of the Parties date on which such representation, warranty, covenant, or obligation terminates as set forth in this Agreement, including Section 6.3. Buyer and Seller each agree that the indemnification obligations of provided by Sections 6.1 and 6.2, respectively, is its sole and exclusive remedy for any Loss within the Parties under Article 8 hereofcoverage provided by such Sections; provided, shall (unless otherwise however, except as specifically set forth herein) survive the Closing provided in accordance with their termsSections 6.1 and 6.2, and the Parties shall be entitled to have all remedies provided by law for breach of covenants on or after the full Closing Date, including specific performance thereof by the and other Parties heretoequitable relief.

Survival of Representations, Warranties, Covenants and Obligations. (a) 15.3.1. The representations and warranties contained in given or made by any Party to this Agreement or in the certificates required by Section 12.1.5 or 12.2.5 shall survive the Closing for a period of eighteen twelve (1812) months from the Closing Date except that (i) all the representations and warranties set forth in Section 4.7 (Environmental Matters) relating to Taxes and Tax Returns shall survive the Closing for a the period of three (3) years from the Closing Date, applicable statutes of limitation plus any extensions or waivers thereof; and (ii) all representations and warranties set forth in Sections 4.9 (ERISA; Benefit Plans)9.1, 4.14 (NRC Licenses)9.2, 4.9, 9.16, 10.1, 10.2, 10.6, 10.7 and any claim with respect to fraud, intentional misrepresentation or a deliberate or willful breach by Seller or Buyer shall survive the Closing until the expiration of the applicable statutory period of limitation plus any extensions or waivers thereof and (iii) all representations and warranties set forth in Sections 4.1 (Organization), 4.2 (Authority Relative to this Agreement), 4.5(a) and (b) (Title and Related Matters), 4.17 (Qualified Decommissioning Fund) (except with respect to 4.17(a)(ii), (iv), (v), and (vi), and 4.17(d)(ii) and 4.17(f)), 5.1 (Organization; Qualification), 5.2 (Authority Relative to this Agreement), 5.7 (Transfer of Assets of Qualified Decommissioning Fund) and 6.7 (Brokerage Fees and Commissions) 11.8 hereof shall survive the Closing indefinitely. Notwithstanding the foregoing, no such limitation of the survival period shall apply in the event of the intentional misrepresentation or fraudulent breach of any representation or warranty of Buyer, Buyer's Parent or Guarantor or Seller contained in this Agreement (it being understood that the Party seeking indemnity shall bear the burden of establishing the existence of the intentional misrepresentation or fraudulent breach). Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted prior to before or following after the Closing Date or the decision of any Party to complete the Closing. (b) The 15.3.2. Except as otherwise expressly provided in this Agreement, the covenants and obligations of the Parties set forth in this Agreement, including without limitation the indemnification obligations of the Parties under Article 8 hereof13, shall (unless otherwise specifically set forth herein) survive the Closing in accordance with their termsindefinitely, and the Parties shall be entitled to the full performance thereof by the other Parties heretohereto without limitation as to time or amount (except as otherwise specifically set forth herein).