Common use of General Survival Clause in Contracts

General Survival. The representations and warranties of the Parties contained in this Agreement and the covenants set forth in Section 4.9 of the Master Agreement shall survive the Closing for a period of 12 months after the Closing Date; provided, however that (a) representations and warranties set forth in Section 3.10 (Tax Matters) shall survive until the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty, (b) representations and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b) (Organization and Capitalization of the Intel Transferred Entities) shall survive until the expiration of the applicable statute of limitations, (c) representations and warranties set forth in Section 3.15 (Environmental Matters) shall survive until the date that is 10 years following the Closing Date, and (d) any claim arising out of the fraudulent misrepresentation of Intel contained in this Agreement or any other Transaction Document shall survive until the expiration of the applicable statute of limitations. In addition, any indemnity with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expiration, unless written notice of a claim for indemnification based on such representation, warranty, covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor prior to the expiration of such representation, warranty, covenant, or indemnity, such representation, warranty, covenant or indemnity shall be deemed to be of no further force or effect, as if never made, and no action may be brought based on the same, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants and agreements of the Parties otherwise set forth in this Agreement with respect to Excluded Liabilities or actions of the Parties following the Closing shall survive indefinitely to the extent necessary to give effect to their terms.

General Survival. From and after the Closing, the Parties will indemnify each other as provided in this Article X. All indemnification payments made pursuant to this Article X will be treated by the Parties for applicable Tax purposes as adjustments to the Purchase Price unless otherwise required by Law. The representations and warranties of the Parties contained in this Agreement will survive the Closing (and will not merge into any instrument of conveyance) until the covenants eighteen month anniversary of the Closing Date and will expire and thereafter be of no further force and effect; provided, however, (x) the representation and warranty set forth in Section 4.9 of the Master Agreement 3.18 (Intellectual Property) shall survive the Closing for a period (and will not merge into any instrument of 12 months after conveyance) until the twenty-four month anniversary of the Closing Date; provided, however that (a) representations Date and warranties set forth in Section 3.10 (Tax Matters) shall survive until the expiration will expire and thereafter be of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty, (b) representations no further force and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans)effect, and Section 3.22(a(y) the Fundamental Representations will survive the Closing (and (bwill not merge into any instrument of conveyance) (Organization and Capitalization of the Intel Transferred Entities) shall survive until the expiration of the applicable statute of limitations, (c) representations and warranties set forth in Section 3.15 (Environmental Matters) shall survive until the date that is 10 years following the Closing Date, will expire and (d) any claim arising out thereafter be of the fraudulent misrepresentation of Intel no further force and effect. All covenants and agreements contained in this Agreement or will survive the Closing (and will not merge into any other Transaction Document shall survive instrument of conveyance) until the expiration of the applicable statute of limitations. In addition, any indemnity with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expiration, unless written notice of a claim for indemnification based on such representation, warranty, covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor prior to the expiration of such representation, warranty, covenant, or indemnity, such representation, warranty, covenant or indemnity shall be deemed to will thereafter expire and thereafter be of no further force or and effect, as if never made, and no action may indemnification obligation will be brought associated therewith or based on thereon. It is the same, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants and agreements express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 10.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item will be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in this Section 10.1 for the assertion of claims under this Agreement with respect to Excluded Liabilities or actions are the result of arms’-length negotiation among the Parties following and that they intend for the Closing shall survive indefinitely time periods to be enforced as agreed by the extent necessary to give effect to their termsParties.

General Survival. The representations and warranties of the Parties contained in this Agreement and shall expire on the covenants set forth in Section 4.9 of the Master Agreement shall survive the Closing for a period of date that is 12 months after the Closing Date; provided, however however, that the representations and warranties specified in Sections 3.02 (aAuthorization and Enforceability), 3.10 (Advisory Fees), 4.02 (Authorization and Enforceability) and 4.07 (Advisory Fees) (the “Fundamental Representations”) shall survive indefinitely, that the representations and warranties set forth in Section 3.10 3.11 (Tax Matters) shall survive until the expiration of the statute of limitations for the collection of applicable to any claim with respect to the Tax matters covered in Section 3.11 and that is the subject of such representation or warranty, (b) representations and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b) (Organization and Capitalization of the Intel Transferred Entities) shall survive until the expiration of the applicable statute of limitations, (c) representations and warranties set forth in Section 3.15 3.05 (Environmental MattersTitle to Personal Property) and the first sentence of Section 3.12(b) (relating to title to Transferred Intellectual Property) (the “Title Representations”) shall survive until expire on the date that is 10 years following 18 months after the Closing Date, . All covenants and (d) any claim arising out agreements of the fraudulent misrepresentation of Intel contained Parties set forth in this Agreement or any other Transaction Document to be performed prior to the Closing, shall expire on the date that is twelve (12) months after the Closing Date and all covenants and agreements of the Parties set forth in this Agreement to be performed after the Closing Date shall survive until pursuant to the expiration of terms set forth therein. Notwithstanding the applicable statute of limitations. In additionforegoing, no Indemnitor shall have any indemnity liability whatsoever with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expirationrepresentations, warranties or covenants unless written notice a Notice of a claim for indemnification Claim based on such representation, warranty, warranty or covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor prior to the expiration of the survival period for such representation, warrantywarranty or covenant. If a Notice of Claim is properly asserted in writing prior to the expiration of the representation, covenantwarranty or covenant that is the basis of such claim, or indemnity, then such representation, warrantywarranty or covenant shall survive beyond the applicable survival date set forth above, covenant or indemnity shall be deemed to be of no further force or effect, as if never made, and no action may be brought based on but only for the same, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants and agreements purposes of the Parties otherwise set forth in this Agreement with respect to Excluded Liabilities or actions resolution of the Parties following the Closing shall survive indefinitely to the extent necessary to give effect to their termssuch claim.

General Survival. The representations and warranties of the Parties contained in this Agreement and the covenants set forth in Section 4.9 4.10 of the Master Agreement shall survive the Closing for a period of 12 months after the Closing Date; provided, however that (a) representations and warranties set forth in Section 3.10 (Tax Matters) shall survive until the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty, (b) representations and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b) (Organization and Capitalization of the Intel ST Transferred Entities) shall survive until the expiration of the applicable statute of limitations, (c) representations and warranties set forth in Section 3.15 (Environmental Matters) shall survive until the date that is 10 years following the Closing Date, and (d) any claim arising out of the fraudulent misrepresentation of Intel ST contained in this Agreement or any other Transaction Document shall survive until the expiration of the applicable statute of limitations. In addition, any indemnity with respect to any Intel ST Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expiration, unless written notice of a claim for indemnification based on such representation, warranty, covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor prior to the expiration of such representation, warranty, covenant, or indemnity, such representation, warranty, covenant or indemnity shall be deemed to be of no further force or effect, as if never made, and no action may be brought based on the same, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants and agreements of the Parties otherwise set forth in this Agreement with respect to ST Excluded Liabilities or actions of the Parties following the Closing shall survive indefinitely to the extent necessary to give effect to their terms. 6.2 Indemnification.

General Survival. (a) From and after the Closing, the parties shall indemnify each other as provided in this Article XI. All indemnification payments made pursuant to this Article XI shall be treated as an adjustment to the Merger Consideration unless otherwise required by Law. (b) The representations representations, warranties, covenants and warranties agreements of the Parties parties contained in this Agreement, the other Transaction Documents and in any financial statement or exhibit delivered by a party to another party pursuant to this Agreement or in connection herewith shall survive the Closing and the covenants set forth in Section 4.9 consummation of the Master Agreement Transactions indefinitely (and none shall merge into any instrument of conveyance), regardless of any investigation or lack of investigation by any of the parties to this Agreement. Notwithstanding the foregoing, except as provided in Sections 11.1(c) and 11.1(d) hereof, no party hereto shall have any obligation to indemnify for any breach or inaccuracy of any representation or warranty in Article III, Article IV or Article V hereof unless a Claim is asserted in accordance with this Article XI on or prior to the 18-month anniversary of the Closing Date. (c) Notwithstanding Sections 11.1(b) and 11.1(d), the Extended Representations and all Claims based on a breach or inaccuracy of any representation or warranty contained in the Extended Representations or any facts and circumstances related thereto shall survive the Closing for a period of 12 six months after beyond the Closing Date; provided, however that (a) representations and warranties set forth in Section 3.10 (Tax Matters) shall survive until the expiration of the applicable statute of limitations for relating to the collection Claim (including any extensions thereof), if any. (d) Notwithstanding Sections 11.1(b) and 11.1(c), (i) the Fundamental Representations and all Claims based on a breach or inaccuracy of any of the Tax Fundamental Representations or any facts and circumstances related thereto; and (ii) all Claims based on willful misconduct, fraud or knowing or intentional breach of any representation or warranty in any of this Agreement or any of the other the Transaction Documents (collectively, the “Special Claims”), shall survive the Closing indefinitely. (e) For each Claim for indemnification hereunder regarding a representation or warranty that is made before the subject expiration of such representation or warranty, (b) representations such Claim and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b) (Organization and Capitalization of the Intel Transferred Entities) shall survive associated right to indemnification will not terminate until the expiration of the applicable statute of limitations, (c) representations and warranties set forth in Section 3.15 (Environmental Matters) shall survive until the date that is 10 years following the Closing Date, and (d) any claim arising out of the fraudulent misrepresentation of Intel contained in this Agreement or any other Transaction Document shall survive until the expiration of the applicable statute of limitations. In addition, any indemnity with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expiration, unless written notice of a claim for indemnification based on such representation, warranty, covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor prior to the expiration Final Determination of such representation, warranty, covenant, or indemnity, such representation, warranty, covenant or indemnity shall be deemed to be of no further force or effect, as if never made, and no action may be brought based on the same, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants and agreements of the Parties otherwise set forth in this Agreement with respect to Excluded Liabilities or actions of the Parties following the Closing shall survive indefinitely to the extent necessary to give effect to their termsClaim.

General Survival. The representations and warranties of the Parties parties contained in this Agreement and in any certificate delivered by the covenants set forth in Section 4.9 Company hereunder (including, for the removal of a doubt, any certificate issued by an officer of the Master Agreement Company as part of the Closing deliverables) shall survive the execution and delivery of this Agreement and the Closing (and shall not merge into any instrument of conveyance). No claim for a period indemnification arising out of breaches of the representations and warranties contained herein or in any certificate delivered by the Company hereunder shall be brought more than 12 months after the Closing Date, except for claims in respect of the (i) Fundamental Representations, which claims shall survive and may be brought until the date that is 6 years after the Closing Date, (ii) representations under Section 3.18 (Intellectual Property), which claims shall survive and may be brought until the date that is 36 months after the Closing Date; providedprovided that, however that (a) notwithstanding the foregoing, claims arising out of the representations and warranties set forth contained in Section ‎Section 3.10 (Tax MattersTaxes) shall survive may be brought until the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty, (b) representations and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b) (Organization and Capitalization of the Intel Transferred Entities) shall survive until 60 days after the expiration of the applicable statute of limitationslimitation (including any extensions or tollings thereof). The respective covenants, (c) representations agreements and warranties obligations of the parties set forth in Section 3.15 (Environmental Matters) this Agreement or any Transaction Document shall survive until the date that is 10 years following the Closing Datein accordance with their respective terms, and (d) if no specific term is specified, in perpetuity. No claim for breach of any claim arising out of the fraudulent misrepresentation of Intel representation or warranty contained in this Agreement or in any other Transaction Document certificate delivered by the Company hereunder may be made, and no obligation to indemnify for such claim will arise, unless the claim is asserted in accordance with this ‎Article IX prior to the applicable survival termination date as set forth in this ‎Section 9.1, provided, however, that if, at any time on or prior to the applicable survival termination date, any Purchaser Indemnitees delivers to the Shareholders’ Representative a Claim Notice, then the claim asserted in such Claim Notice shall survive the applicable survival termination date until such time as such claim is fully and finally resolved. It is the expiration express intent of the parties that the survival of the representations, warranties covenants and agreements in this Agreement and in any certificate delivered by the Company hereunder (and the associated right to bring a claim for a breach of such representations, warranties covenants and agreements) is shorter than the statute of limitations that would otherwise have been applicable to such representations, warranties covenants and agreements, and, by contract, the applicable statute of limitations. In addition, any indemnity limitations with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until such representations, warranties covenants and agreements (and the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expiration, unless written notice of associated right to bring a claim for indemnification based on such representation, warranty, covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor prior to the expiration a breach of such representationrepresentations, warranty, covenant, or indemnity, such representation, warranty, covenant or indemnity shall be deemed to be of no further force or effect, as if never made, warranties covenants and no action may be brought based agreements) are hereby reduced so they end on the same, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants and agreements of the Parties otherwise applicable survival termination date set forth in this Agreement with respect to Excluded Liabilities or actions Section 9.1. Each of the Parties following parties acknowledges that this Agreement results from arm’s-length negotiations among the Closing shall survive indefinitely to parties and embodies the extent necessary to give effect to their termsjustifiable expectations of sophisticated parties derived from arm’s-length negotiations; Purchaser and the Company specifically acknowledge that neither Purchaser nor the Company has any special relationship with the other party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction, and there are no grounds for the tolling of any applicable statute of limitations.

General Survival. (a) The covenants and agreements of Seller Group and Purchaser contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Closing Date will survive the Closing Date in accordance with their terms. (b) The representations and warranties of the Parties Seller Group and Purchaser contained in this Agreement Agreement, and the covenants indemnity obligations related thereto, will survive and continue until the date that is 15 months from the Closing Date, it being agreed: (i) the representations and warranties of Seller Group, and the indemnity obligations related thereto, set forth in (A) Section 4.9 2.1 (Organization and Qualification), Section 2.2 (Wholly Owned Subsidiaries), Section 2.3 (Authority) and Section 2.20 (Brokers) (collectively, the “Fundamental Representations”) and (B) the first sentence of Section 2.9(b) (Ownership of Intellectual Property), Section 2.10 (Taxes) and the Master Agreement shall first sentence of Section 2.13 (Title to Tangible Assets) will survive the Closing for a period of 12 months after the Closing Date; provided, however that (a) representations and warranties set forth continue in Section 3.10 (Tax Matters) shall survive until the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty, (b) representations full force and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b) (Organization and Capitalization of the Intel Transferred Entities) shall survive effect until the expiration of the applicable statute statutes of limitations, ; (c) representations and warranties set forth in Section 3.15 (Environmental Matters) shall survive until the date that is 10 years following the Closing Date, and (dii) any claim arising out in respect of Losses for Excluded Liabilities or Assumed Liabilities or pursuant to any of Sections 8.2(a)(iv) and (v) will survive the Closing and continue in full force and effect indefinitely; and (iii) notwithstanding the foregoing, any claim asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from an Indemnitee to an Indemnifying Party prior to the expiration date of the fraudulent misrepresentation of Intel contained in this Agreement or any other Transaction Document applicable survival period shall survive until not thereafter be barred by the expiration of the applicable statute of limitations. In addition, any relevant representation or warranty and indemnity with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof obligation and such claim shall survive continue until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expirationfinal amount of recoverable Losses (if any) are determined by a final, unless written notice of a claim for indemnification based on such representationnon-appealable agreement, warrantysettlement, covenant judgment or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor prior to the expiration of such representation, warranty, covenant, or indemnity, such representation, warranty, covenant or indemnity shall be deemed to be of no further force or effect, as if never made, and no action may be brought based award binding on the same, whether for indemnification, breach of contract, tort or under parties in accordance with this ARTICLE VIII (and any other legal theory. All covenants and agreements of the Parties otherwise set forth in this Agreement with respect to Excluded Liabilities or actions of the Parties following the Closing shall survive indefinitely to the extent necessary to give effect to their termsrequired payment has been made).

General Survival. The representations and warranties of the Parties Seller contained in this Agreement or in any other Transaction Document, and the covenants indemnity obligations related thereto, shall survive the Closing and remain in full force and effect until the date that is eighteen (18) months from the Closing (the “Expiration Date”), except that: (a) the representations and warranties, and the indemnity obligations related thereto, set forth in Section 4.9 of the Master Agreement shall survive the Closing for a period of 12 months after the Closing Date; provided, however that (a3.1(a) representations and warranties set forth in Section 3.10 (Tax Matters) shall survive until the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty, (b) representations and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b3.1(b) (Organization and Capitalization Qualification; Operation of the Intel Transferred EntitiesAcquired Business), Section 3.2 (Acquired Shares; Capitalization), Section 3.3 (Authority), Section 3.10 (Taxes) shall and Section 3.27 (Brokers) (collectively, the “Fundamental Representations”), will survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitationslimitations (the “Fundamental Claims Expiration Date”); (b) the representations and warranties, and the indemnity obligations related thereto, set forth in Section 3.19 (Environmental Matters) will survive the Closing and continue in full force and effect until the date that is three (3) years from the Closing; (c) the representations and warranties, and the indemnity obligations related thereto, set forth in Section 3.23 (Product Liability and Recalls) will survive the Closing and continue in full force and effect until the date that is four (4) years from the Closing; (d) any claim of fraud or an intentional misrepresentation based on the express representations and warranties set forth in Article III will survive the Closing and continue in full force and effect indefinitely; and (e) if, in accordance with this Article VII, (A) any indemnification claims arising from any breach of any representations and warranties, other than the Fundamental Representations, are asserted prior to the Expiration Date, (B) any indemnification claims arising from any breach of any Fundamental Representations are asserted prior to the Fundamental Claims Expiration Date, (C) any indemnification claims arising from any breach of the representation and warranties set forth in Section 3.15 3.19 (Environmental Matters) shall survive until the date that is 10 years following the Closing Dateor Section 3.23 (Product Liability and Recalls), and (d) any claim arising out of the fraudulent misrepresentation of Intel contained in this Agreement or any other Transaction Document shall survive until the expiration of the applicable statute of limitations. In addition, any indemnity with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expiration, unless written notice of a claim for indemnification based on such representation, warranty, covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor are asserted prior to the expiration of such representationthe periods set forth in Section 7.1(b) or Section 7.1(c), warranty, covenantrespectively, or indemnity, such representation, warranty, (D) any indemnification claims arising from any breach of any covenant or indemnity shall be deemed to be any claim of no further force fraud or effect, as if never made, and no action may be brought an intentional misrepresentation based on the same, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants express representations and agreements of the Parties otherwise warranties set forth in Article III are asserted any time after the Closing, such indemnification claims will continue until the final amount of recoverable Losses (if any) are determined by a final, non-appealable agreement, settlement, judgment or award binding on Seller and Purchaser in accordance with this Agreement with respect to Excluded Liabilities or actions of the Parties following the Closing shall survive indefinitely to the extent necessary to give effect to their termsArticle VII.

General Survival. (a) The covenants and agreements of the Company and Purchasers contained in this Agreement or in any other Transaction Document that by their terms apply or are to be performed in whole or in part after the Closing Date (“Post-Closing Covenants”) will survive the Closing Date. The representations and warranties of the Parties Company and Purchasers contained in this Agreement or in any other Transaction Document will survive and continue until the covenants set forth date that is 18 months from the Closing Date (the “Expiration Date”); provided, however, that: (i) the Fundamental Representations and any claim of fraud or intentional misrepresentation with respect to this Agreement or any of the other Transaction Documents will survive indefinitely; (ii) the representations and warranties of the Company contained in Section 4.9 of the Master Agreement shall 2.13 (Taxes) will survive the Closing for a period and continue in full force and effect until the expiration of 12 months any applicable statutes of limitations (after giving effect to any extensions or waivers) plus ninety (90) Business Days (the Closing “Specified Claims Expiration Date”); providedand (iii) if, however that in accordance with this Article VI, (aA) any Indemnification Claims arising from any inaccuracy in or breach of any representations and warranties not identified in subsections (b)(i) or (b)(ii) are asserted prior to the Expiration Date, (B) any Indemnification Claims arising from any inaccuracy in or breach of any representations and warranties set forth in Section 3.10 subsection (Tax Mattersb)(ii) shall survive until the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty, (b) representations and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b) (Organization and Capitalization of the Intel Transferred Entities) shall survive until the expiration of the applicable statute of limitations, (c) representations and warranties set forth in Section 3.15 (Environmental Matters) shall survive until the date that is 10 years following the Closing Date, and (d) any claim arising out of the fraudulent misrepresentation of Intel contained in this Agreement or any other Transaction Document shall survive until the expiration of the applicable statute of limitations. In addition, any indemnity with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expiration, unless written notice of a claim for indemnification based on such representation, warranty, covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor above are asserted prior to the expiration of such representation, warranty, covenantSpecified Claims Expiration Date, or indemnity(C) any Indemnification Claims arising from any inaccuracy in or breach of any Fundamental Representations or from any breach of any Post-Closing Covenant or any claims of fraud or intentional misrepresentation are asserted at any time after the date hereof, such representationIndemnification Claims shall continue until the final amount of recoverable Losses are determined by final agreement, warrantysettlement, covenant judgment or indemnity shall be deemed to be of no further force or effect, as if never made, and no action may be brought based award binding on the sameCompany and Purchasers in accordance with this Article VI (the final amount of recoverable Losses so determined, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants and agreements of the Parties otherwise set forth in this Agreement with respect to Excluded Liabilities or actions of the Parties following the Closing shall survive indefinitely to the extent necessary to give effect to their terms“Loss Amounts”).