Common use of Expiration of Representations and Warranties Clause in Contracts

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 Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this 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 enforced as agreed among the parties.

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 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 Parties set forth in this Agreement shall terminate survive the Closing 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 continue for eighteen (18) months following the Closing and Date (iithe “Expiration Date”); provided, however, that any such representation, warranty, covenant or agreement shall survive beyond the applicable date specified herein with respect to any claim for indemnification under this Section 6(a) April 15based on such representation, 2016warranty, but covenant or agreement in no the event less than twelve (12) months following the Closing, and all liability and indemnification obligations a Claim Notice with respect to such representations and warranties shall thereupon be extinguished (except claim has been delivered to the extent a valid claim for indemnification asserted in good faith has been made applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such time later date expressly stipulated in this Section 6(a) for any breach the survival thereof, in no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which case the applicable representation is asserted, claimed, made or warranty shall survive until such valid claim is resolvedfiled by a party to this Agreement (or its successors or assigns as permitted herein); provided provided, however, that the representations foregoing shall not apply to the covenants and warranties agreements of the parties to be performed following the Closing. In addition, the definitions 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 or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section shall survive the Closing Date other than those which by their terms contemplate performance after to the Closing Date, and each extent necessary to give operative effect to such surviving covenant representations, warranties, covenants and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this 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 enforced as agreed among the partiesagreements.

Expiration of Representations and Warranties. All None of the respective representations and warranties of the parties set forth Sellers, Buyer and Parents contained herein or in this Agreement shall terminate and expire, and shall cease any certificate or other document delivered prior 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 Date shall survive the Closing, and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished except that (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 a) the representations and warranties as to the matters set forth in Sections 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) (Organization and Powerthe "SURVIVING REPRESENTATIONS"), 3.2 shall survive the Closing for a period lasting until (Authorization i) with respect to claims made under matters set forth in SECTIONS 3.1(b) (Authorization) and Enforceability3.1(q) (Taxes) (or under SECTION 3.1(y) in respect of such matters), 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 , (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 other agreements contained 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 this Agreement 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 Date other than those which by their terms contemplate performance after until the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent fifteen month anniversary of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this 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 enforced as agreed among the partiesClosing.

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 11:59 P.M. (Eastern Pacific 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 ClosingClosing Date, and all liability and the right of any party to seek indemnification obligations under this Article VI 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 provided, that the representations and warranties of Seller and the Seller Interestholders set forth in Sections 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), 3.3 (Capitalization of the Company and the Other Outdoor Group Entities), 3.4 Section 3.4(a) (No Violation), 3.18 Section 3.17 (Taxes and Tax Matters) ), and 3.21 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 (collectively, 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”) shall survive until the expiration of the applicable statute of limitations). None of the The covenants or other and agreements contained set forth in this Agreement shall survive until such time as they are fully performed in accordance with the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this 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 enforced as agreed among the partiesthereof.

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 the eighteen (18) months following 18)-month anniversary of the Closing and Date (ii) April 15, 2016, but in no event less than twelve (12) months following the Closing“Expiration Date”), and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished extinguished; provided, that (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 a) the representations and warranties of the Company set forth in Sections Section 3.15 (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 of the Company and the Other Outdoor Group EntitiesCapitalization), 3.4 (No Violation), 3.18 (Taxes and Tax Matters) and 3.21 Section 3.30 (No Brokers) shall survive indefinitely, and (collectivelyc) 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 contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this Section 9.1 for 8.1, then the assertion covenant, ​ ​ ​ agreement, representation or warranty (as applicable) that is the subject of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods such claim shall survive solely with respect to be enforced as agreed among the parties.such claim until such claim is finally 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 Date other than those until the date which by their terms contemplate performance is one (1) year after the Closing DateDate (the “General Survival Period”), subject to Section 7.5(c). All of the covenants and each such surviving covenant agreements and agreement 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 for until the period contemplated first to occur of (i) the expiration by its terms. It is the express intent their terms of the parties that, if obligations of the applicable survival period for a representation Party under such covenant or warranty as contemplated 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 this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable party entitled to such representation performance, or warranty(iii) the date that is one (1) year following the Closing Date (provided, then by virtue of this Agreement, the applicable statute of limitations period that solely with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this covenant set forth in Section 9.1. The parties further acknowledge that 5.4, the time periods 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 9.1 5.1 and Section 5.4 shall survive for three (3) years following the assertion 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 claims under 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 Agreement are ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the result expiration date of arms’-length negotiation among the parties applicable Survival Period and that they intend for (b) such claim is made in respect of Losses incurred prior to the time periods to expiration date of the applicable Survival Period, and any such claim may thereafter be enforced as agreed among the partiespursued until such claim is resolved in full.

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 Date other than those until the date which by their terms contemplate performance is one (1) year after the Closing DateDate (the “General Survival Period”), subject to Section 7.5. All of the covenants and each such surviving covenant agreements and agreement 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 for until the period contemplated first to occur of (i) the expiration by its terms. It is the express intent their terms of the parties that, if obligations of the applicable survival period for a representation Party under such covenant or warranty as contemplated 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 this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable party entitled to such representation performance, or warranty(iii) the date that is one (1) year following the Closing Date (provided, then by virtue of this Agreement, the applicable statute of limitations period that solely with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this covenant set forth in Section 9.1. The parties further acknowledge that 5.4, the time periods 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 9.1 5.1 and Section 5.4 shall survive for three (3) years following the assertion Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2 shall survive indefinitely. Each Party’s indemnification obligations pursuant to this ARTICLE VII shall terminate at the expiration of claims under 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 Agreement are ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the result expiration date of arms’-length negotiation among the parties applicable Survival Period and that they intend for (b) such claim is made in respect of Losses incurred prior to the time periods to expiration date of the applicable Survival Period, and any such claim may thereafter be enforced as agreed among the partiespursued until such claim is resolved in full.

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 the eighteen (18) months following 18)-month anniversary of the Closing and Date (ii) April 15, 2016, but in no event less than twelve (12) months following the Closing“Expiration Date”), and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished extinguished; provided, that (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 a) the representations and warranties of the Company set forth in Sections Section 3.15 (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 of the Company and the Other Outdoor Group EntitiesCapitalization), 3.4 (No Violation), 3.18 (Taxes and Tax Matters) and 3.21 Section 3.30 (No Brokers) shall survive indefinitely, and (collectivelyc) 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 contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this Section 9.1 for 8.1, then the assertion covenant, agreement, representation or warranty (as applicable) that is the subject of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods such claim shall survive solely with respect to be enforced as agreed among the partiessuch claim until such claim is finally 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 the twelve (18) months following 12)-month anniversary of the Closing and Date (ii) April 15, 2016, but in no event less than twelve (12) months following the Closing“Expiration Date”), 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 thereofextinguished; provided, in which case the applicable representation or warranty shall survive until such valid claim is resolved); provided that the representations and warranties set forth of (a) each Stockholder in Sections Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), and Section 3.3 (Capitalization of Purchased Shares), (b) the Company and the Other Outdoor Group Entitiesset forth in Section 4.20 (Tax Matters), 3.4 Section 4.1 (No ViolationOrganization and Power), 3.18 Section 4.2 (Taxes Authorization and Tax Matters) Enforceability), Section 4.3 (Capitalization), and 3.21 Section 4.25 (No Brokers) and (collectivelyc) 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 “Fundamental Surviving Representations”) ). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive until the Closing. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 9.2(d) and such claim remains unresolved as of the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this Section 9.1 for 9.1, then the assertion covenant, agreement, representation or warranty (as applicable) that is the subject of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods such claim shall survive solely with respect to be enforced as agreed among the partiessuch claim until such claim is finally 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. (11:59 p.m. Eastern time) 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 ClosingClosing Date, and all liability and the right of any party to seek indemnification obligations under this Article V with respect to such representations and warranties shall thereupon be extinguished (except to the extent written notice of a valid claim for indemnification asserted in good faith has been made pursuant to Section 5.2(c) 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 that, the representations and warranties of Seller set forth in Sections 3.1 (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 matters addressed therein (except 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), and (b) Section 2.1 (Organization and Power), 3.2 Section 2.2 (No Subsidiaries), Section 2.3 (Authorization and Enforceability), 3.3 Section 2.9(b) (Capitalization of the Company and the Other Outdoor Group EntitiesAssets), 3.4 (No Violation), 3.18 (Taxes and Tax Matters) and 3.21 Section 2.20 (No Brokers) and Section 2.21 (collectively, Solvency; No Fraudulent Conveyance) shall survive 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”) shall survive ). The date until the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty survives shall be referred to as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to “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 by virtue of this Agreement, the claim asserted in such notice shall survive the applicable statute of limitations period with respect Survival Date until such claim is fully and finally resolved and (ii) claims relating to such representation or warranty Fraud shall be reduced to the shortened survival period contemplated by this Section 9.1survive indefinitely. The parties further acknowledge that the time periods covenants and agreements set forth in this Section 9.1 for the assertion of claims under Agreement, any Ancillary Document or in any certificate or other instrument delivered pursuant to this Agreement or any Ancillary Document shall survive until such time as they are fully performed in accordance with the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed among the partiesterms thereof.

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 the eighteen (18) months following 18)-month anniversary of the Closing and Date (ii) April 15, 2016, but in no event less than twelve (12) months following the Closing“Expiration Date”), and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished extinguished; provided, that (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 a) the representations and warranties of the Company as set forth in Sections Section 3.8 (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 of the Company and the Other Outdoor Group EntitiesCapitalization), 3.4 (No Violation), 3.18 (Taxes and Tax Matters) and 3.21 Section 3.29 (No Brokers) shall survive indefinitely, and (collectivelyc) 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 contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this Section 9.1 for 8.1, then the assertion covenant, agreement, representation or warranty (as applicable) that is the subject of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods such claim shall survive solely with respect to be enforced as agreed among the partiessuch claim until such claim is finally resolved.