Common use of Expiration of Representations and Warranties Clause in Contracts

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date which is one (1) year after the Closing Date (the “General Survival Period”), subject to Section 7.5(c). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in full.

Expiration of Representations and Warranties. All of the representations and warranties contained of the parties set forth in this Agreement shall survive the Closing until terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date which that is one the twelve (1) year after 12)-month anniversary of the Closing Date (the “General Survival PeriodExpiration Date”), subject and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that the representations and warranties of (a) each Stockholder in Section 7.5(c3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), and Section 3.3 (Purchased Shares), (b) the Company set forth in Section 4.20 (Tax Matters), Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.3 (Capitalization), and Section 4.25 (No Brokers) and (c) Buyer set forth in Section 5.1 (Organization and Power), Section 5.2 (Authorization and Enforceability), and Section 5.5 (No Brokers), shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including, without limitation, waivers and extensions, have expired with respect to the matters addressed therein (the representations and warranties referred to in clauses (a) - (c) are collectively referred to as the “Surviving Representations”). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth contained in this Agreement that by their nature are required to be performed after the previous sentence) Closing shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”)Closing. Notwithstanding the foregoing, in the covenants event a valid claim for indemnification has been asserted in good faith in accordance with Section 9.2(d) and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at such claim remains unresolved as of the expiration of the applicable Survival Period; providedsurvival period as set forth in this Section 9.1, howeverthen the covenant, agreement, representation or warranty (as applicable) that is the Survival Period subject of such claim shall not affect the Parties’ rights and obligations survive solely with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in fullfinally resolved.

Expiration of Representations and Warranties. All of the representations and warranties contained of the parties set forth in this Agreement shall survive the Closing until the date which is one (1) year after the Closing Date (the “General Survival Period”)terminate and expire, subject and shall cease to Section 7.5(c). All be of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant any force or agreementeffect, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) at 11:59 p.m. Eastern time on the date that is one twelve (112) year months following the Closing Date Date, and the right of any party to seek indemnification under this Article V with respect to such representations and warranties shall thereupon be extinguished (providedexcept to the extent written notice of a claim for indemnification has been made pursuant to Section 5.2(c) prior to such time for any breach thereof); provided that, that solely the representations and warranties of Seller set forth in (a) Section 2.16 (Tax Matters) (the “Tax Representations”) shall continue in full force and effect until sixty (60) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the covenant set forth in matters addressed therein (except to the extent written notice of a claim for indemnification has been made pursuant to Section 5.45.2(c) prior to such time for any breach thereof), the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 2.1 (Organization and Power), Section 2.2 (No Subsidiaries), Section 2.3 (Authorization and Enforceability), Section 2.9(b) (Assets), Section 2.20 (No Brokers) and Section 2.21 (Solvency; No Fraudulent Conveyance) shall survive for until 11:59 p.m. Eastern time on the date that is five (5) years following the Closing Date (the representations and warranties of Seller referred to in clause (b) are collectively referred to as the “Fundamental Representations”). The date until which each representation or warranty survives shall be referred to as the “Survival Date; ” for such representation or warranty. Notwithstanding anything in this Section 5.1 to the contrary, (i) if, at any time prior to 11:59 p.m. Eastern time on the applicable Survival Date, notice is delivered alleging Losses and a claim for recovery under Section 5.2(c), then the claim asserted in such notice shall survive the applicable Survival Date until such claim is fully and finally resolved and (cii) Section 5.2, Section 5.8 and Section 5.10 claims relating to Fraud shall survive indefinitely. Each Party’s indemnification obligations The covenants and agreements set forth in this Agreement, any Ancillary Document or in any certificate or other instrument delivered pursuant to this ARTICLE VII Agreement or any Ancillary Document shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made survive until such time as they are fully performed in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in fullterms thereof.

Expiration of Representations and Warranties. All of the representations and warranties contained of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 11:59 P.M. (Pacific time) on the date that is twelve (12) months following the Closing Date, and the right of any party to seek indemnification under this Article VI with respect to such representations and warranties shall thereupon be extinguished (except to the extent a claim for indemnification has been made prior to such time for any breach thereof); provided, that the representations and warranties of Seller and the Seller Interestholders set forth in Section 3.11(a)-(s) (Intellectual Property) shall not cease to be of any force or effect until the date that is twenty-four (24) months following the Closing Date, and the right of any party to seek indemnification under this Article VI with respect to such representations and warranties shall thereupon be extinguished (except to the extent a claim for indemnification has been made prior to such time for any breach thereof) (the “IP Representations”); and provided further that Section 3.1 (Organization and Power), Section 3.2 (Capitalization), Section 3.3 (Authorization and Enforceability), Section 3.4(a) (No Violation), Section 3.17 (Tax Matters), and Section 3.22 (No Brokers) shall continue in full force and effect until all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein (except to the extent a claim for indemnification has been made prior to such time for any breach thereof) (such representations and warranties of Seller and the Seller Interestholders are collectively referred to as the “Fundamental Representations”). The covenants and agreements set forth in this Agreement shall survive the Closing until the date which is one (1) year after the Closing Date (the “General Survival Period”), subject to Section 7.5(c). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive such time as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being they are fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in fullterms thereof.

Expiration of Representations and Warranties. All None of the respective representations and warranties of Parent and Buyer contained in this Agreement or in any certificate or other document delivered pursuant hereto on or prior to the Closing Date shall survive the Closing, except that: (a) the representations and warranties as to the matters set forth in Section 3.1 and as to Parent’s compliance with its obligations and covenants to be performed or complied with prior to the Closing under Article 4 that Parent makes on the date of this Agreement and at the Closing, by delivering the certificate described in Section 6.1 (the “Surviving Representations”), shall survive the Closing until the date which that is one eighteen (118) year months after the Closing Date Date, provided that (i) the “General Survival Period”), subject to Section 7.5(c). All of the covenants representations and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as warranties set forth in Sections 3.1(b), 3.1(c) and 3.1(d) shall survive the previous sentenceClosing indefinitely, (ii) the representations and warranties set forth in Sections 3.1(g) and 3.1(q) (with respect to any claims under ERISA filed with respect to a Retiree Health Plan or a Parent Pension Plan) shall survive the Closing until the first to occur of (i) the expiration underlying obligation is time barred by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or statute of limitations and (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant representations and warranties set forth in Section 5.4, the time period set forth in this clause (iii3.1(m) shall be forty-two survive the Closing until the date that is thirty six (4236) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following months after the Closing Date; and (b) the representations and warranties as to the matters set forth in Section 5.3 3.2 and as to Buyer’s compliance with its obligations and covenants to be performed or complied with prior to the Closing under Article 4 that Buyer makes on the date of this Agreement and at the Closing, by delivering the certificate described in Section 7.1, shall survive for five the Closing until the date that is eighteen (518) years following months after the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in full.

Expiration of Representations and Warranties. All None of the respective representations and warranties of the Sellers, Buyer and Parents contained herein or in this Agreement any certificate or other document delivered prior to or on the Closing Date shall survive the Closing, except that (a) the representations and warranties as to the matters set forth in SECTION 3.1 that the Sellers make on the date hereof and at the Closing, by delivering the certificate described in SECTION 5.1(a) (the "SURVIVING REPRESENTATIONS"), shall survive the Closing for a period lasting until (i) with respect to claims made under matters set forth in SECTIONS 3.1(b) (Authorization) and 3.1(q) (Taxes) (or under SECTION 3.1(y) in respect of such matters), the expiration of the applicable statute of limitations, (ii) with respect to claims made under matters set forth in SECTIONS 3.1 (f)(i) (Title to Properties) (or under SECTION 3.1(y) in respect of such matters), the second anniversary of the Closing, (iii) with respect to claims made under matters set forth in SECTION 3.1(O) (Environmental) (or under SECTION 3.1(y) in respect of such matters), the third anniversary of the Closing, (iv) with respect to claims in respect of the Sellers' compliance with their respective obligations and covenants to be performed or complied with prior to the Closing under SECTION 4.2, the six month anniversary of the Closing, and (v) with respect to claims arising under matters otherwise set forth in SECTION 3.1 (or under SECTION 3.1(y) in respect of such matters), the fifteen month anniversary of the Closing and (b) the representations and warranties as to the matters set forth in SECTION 3.2 that Buyer and Parents make on the date hereof and at the Closing, by delivering the certificate described in SECTION 5.2(a), shall survive the Closing until the date which is one (1) year after the Closing Date (the “General Survival Period”), subject to Section 7.5(c). All fifteen month anniversary of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in fullClosing.

Expiration of Representations and Warranties. All Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the representations and warranties contained set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all of the representations and warranties of the Parties set forth in this Agreement shall survive the Closing until the date which is one and continue for eighteen (118) year after months following the Closing Date (the “General Survival PeriodExpiration Date”); provided, subject to Section 7.5(c). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under however, that any such covenant or agreementrepresentation, (ii) such warranty, covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by shall survive beyond the party entitled to such performance, or (iii) the applicable date that is one (1) year following the Closing Date (provided, that solely specified herein with respect to any claim for indemnification under this Section 6(a) based on such representation, warranty, covenant or agreement in the covenant set forth in Section 5.4, event a Claim Notice with respect to such claim has been delivered to the time period set forth applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated in this clause (iiiSection 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall be forty-two (42) months) (form the “Covenant Survival Period” andbasis for or give rise to any claim, together with the General Survival Perioddemand, as applicablecause of action, the “Survival Period”). Notwithstanding the foregoingcounterclaim, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2defense, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this ARTICLE VII shall terminate at the expiration of the applicable Survival PeriodAgreement (or its successors or assigns as permitted herein); provided, however, that the Survival Period foregoing shall not affect apply to the Parties’ rights covenants and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date agreements of the applicable Survival Period parties to be performed following the Closing. In addition, the definitions set forth in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and (b) such claim is made in respect of Losses incurred prior agreements which survive the Closing pursuant to this Section shall survive the Closing to the expiration date of the applicable Survival Periodextent necessary to give operative effect to such surviving representations, warranties, covenants and any such claim may thereafter be pursued until such claim is resolved in fullagreements.

Expiration of Representations and Warranties. All of the representations and warranties contained of the parties set forth in this Agreement shall survive the Closing until terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date which that is one the eighteen (1) year after 18)-month anniversary of the Closing Date (the “General Survival PeriodExpiration Date”), subject and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company set forth in Section 7.5(c3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth contained in this Agreement that by their nature are required to be performed after the previous sentence) Closing shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, in the covenants event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at such claim remains unresolved as of the expiration of the applicable Survival Period; providedsurvival period as set forth in this Section 8.1, howeverthen the covenant, agreement, representation or warranty (as applicable) that is the Survival Period subject of such claim shall not affect the Parties’ rights and obligations survive solely with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in fullfinally resolved.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date which is one the later of eighteen (118) year months after the Closing Date or the final determination of the Earnout Amount in accordance with Section 1.5; provided, however, that (a) the “General Survival Period”representations and warranties stated in Section 2.9 (Taxes), subject Section 2.14 (Employee Benefits) and Section 2.18 (Environmental Matters) shall survive the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations period for any Third Party Claims upon which a breach of the applicable representation or warranty could be asserted and (b) the representations and warranties stated in Section 2.1 (Organization and Related Matters), Section 2.2 (Authorization and Enforceability), Section 2.4 (Capitalization), Section 2.11(c) (Title), Section 2.22 (Related Party Transactions), Section 2.23 (Brokers Fees and Similar Arrangements), Section 2.26 (Bulk Sales; Solvency), Section 3.1 (Organization), Section 3.2 (Authorization and Enforceability) and Section 3.4 (Brokers Fees) shall survive indefinitely (each of the sections referred to Section 7.5(cin (b), a “Transactional Rep”). All of the covenants and agreements and related indemnification obligations under Section 7.1 6.1 and Section 7.2 6.2 (other than Section 7.1(a6.1(a) and Section 7.2(a6.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”)indefinitely. Notwithstanding the foregoing, the covenants all claims (and agreements set forth in: (amatters relating thereto) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant made prior to this ARTICLE VII shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period survival period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on thereafter be barred by the expiration date of the applicable Survival Period such survival period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued shall survive until such claim is resolved in fullfinally resolved.

Expiration of Representations and Warranties. ​ All of the representations and warranties contained of the parties set forth in this Agreement shall survive the Closing until terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date which that is one the eighteen (1) year after 18)-month anniversary of the Closing Date (the “General Survival PeriodExpiration Date”), subject and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company set forth in Section 7.5(c3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth contained in this Agreement that by their nature are required to be performed after the previous sentence) Closing shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, in the covenants event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at such claim remains unresolved as of the expiration of the applicable Survival Period; providedsurvival period as set forth in this Section 8.1, howeverthen the covenant, ​ ​ ​ agreement, representation or warranty (as applicable) that is the Survival Period subject of such claim shall not affect the Parties’ rights and obligations survive solely with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in full.finally resolved. ​

Expiration of Representations and Warranties. All of the representations and warranties contained of the parties set forth in this Agreement shall survive the Closing until terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. Eastern Time on the date which that is the one (1) year after anniversary of the Closing Date (the “General Survival PeriodIndemnity Escrow Release Date”), subject to Section 7.5(c). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance all liability with such covenants or agreements is expressly waived in writing by the party entitled respect to such performance, or representations and warranties shall thereupon be extinguished (iii) except to the date that is one (1) year following the Closing Date (extent a claim for indemnification has been made prior to such time for any breach thereof); provided, that solely with respect to the covenant representations and warranties of (a) the Company set forth in Section 5.43.1(a) (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization of the time period set forth Company and Its Subsidiaries), Section 3.4(a) (No Violation) Section 3.19 (Tax Matters) and Section 3.25 (No Brokers) and (b) the Shareholders in Section 4.1 (Title to Equity Securities; Organization and Power); Section 4.2 (Authorization and Enforceability), Section 4.3(a) (No Violation) and Section 4.5 (No Brokers) shall in each case in (a) and (b) above survive fifteen (15) years (the representations and warranties of the Company and the Shareholders referred to in this clause (iii) shall be forty-two (42) months) (proviso are collectively referred to as the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival PeriodSurviving Representations”). Notwithstanding anything to the foregoing, the covenants and agreements contrary set forth in: herein, (ai) Section 5.1 and Section 5.4 shall survive if a claim for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is the representations and warranties has been made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred VIII prior to the expiration date of the applicable Survival Periodsurvival period set forth in this Section 8.1, and any then the indemnification obligation with respect to such claim may thereafter shall not be pursued terminated hereunder and the applicable Indemnitor shall continue to have obligations as to such indemnification claim until such indemnification claim is fully and finally resolved in fulland (ii) the covenants and agreements of each party hereto shall survive until fully discharged.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date which is one (1) year after the Closing Date (the “General Survival Period”), subject to Section 7.5(c)7.5. All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 5.2 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in full.

Expiration of Representations and Warranties. All of the representations and warranties contained of the parties set forth in this Agreement shall survive the Closing until terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date which that is one the eighteen (1) year after 18)-month anniversary of the Closing Date (the “General Survival PeriodExpiration Date”), subject and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company as set forth in Section 7.5(c3.8 (Relationships with Affiliates), Section 3.12 (Intellectual Property), Section 3.13(c) (Government Contracts), Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits), Section 3.20 (Tax Matters), and Section 3.28 (Export Controls; Sanctions) shall continue in full force and effect until sixty (60) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company as set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.29 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth contained in this Agreement that by their nature are required to be performed after the previous sentence) Closing shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, in the covenants event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at such claim remains unresolved as of the expiration of the applicable Survival Period; providedsurvival period as set forth in this Section 8.1, howeverthen the covenant, agreement, representation or warranty (as applicable) that is the Survival Period subject of such claim shall not affect the Parties’ rights and obligations survive solely with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in fullfinally resolved.

Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the earlier of (i) the date that is eighteen (18) months following the Closing and (ii) April 15, 2016, but in no event less than twelve (12) months following the Closing, and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished (except to the extent a valid claim for indemnification asserted in good faith has been made prior to such time for any breach thereof, in which case the applicable representation or warranty shall survive until such valid claim is resolved); provided that the representations and warranties set forth in Sections 3.1 (Organization and Power), 3.2 (Authorization and Enforceability), 3.3 (Capitalization of the Company and the Other Outdoor Group Entities), 3.4 (No Violation), 3.18 (Taxes and Tax Matters) and 3.21 (No Brokers) (collectively, the “Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing until the date Date other than those which is one (1) year by their terms contemplate performance after the Closing Date (the “General Survival Period”)Date, subject to Section 7.5(c). All of the covenants and agreements each such surviving covenant and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) agreement shall survive the Closing until for the first to occur of (i) period contemplated by its terms. It is the expiration by their terms express intent of the obligations of parties that, if the applicable Party under such covenant survival period for a representation or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements warranty as contemplated by this Section 9.1 is expressly waived in writing by shorter than the party entitled statute of limitations period that would otherwise have been applicable to such performancerepresentation or warranty, or (iii) then by virtue of this Agreement, the date that is one (1) year following the Closing Date (provided, that solely applicable statute of limitations period with respect to such representation or warranty shall be reduced to the covenant set forth in shortened survival period contemplated by this Section 5.4, 9.1. The parties further acknowledge that the time period periods set forth in this clause (iii) shall Section 9.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be forty-two (42) months) (enforced as agreed among the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable Survival Period; provided, however, that the Survival Period shall not affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is resolved in fullparties.