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 Seller, Owner and Purchaser contained in this Agreement and the covenants set forth or in Section 4.9 of the Master Agreement any other Acquisition Document or in any other certificate or document delivered pursuant hereto or thereto, shall survive the Closing for a period of and remain in full force and effect until 12 months after the Closing Date; provided, however however, that (a) the representations and warranties set forth of Seller and Owner contained in Section 3.10 Sections 3.01 (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 warrantyOrganization; Existence and Good Standing), (b) representations and warranties set forth in each of Section 3.2 3.02 (Authorization and Enforceability), Section 3.12(a) 3.03 (Pension PlansVote Required), 3.06 (Title to Personal Property), 3.10 (Compliance with Applicable Laws; Permits; FCC), and Section 3.22(a) and 3.14 (b) (Organization and Capitalization of the Intel Transferred EntitiesBenefit Plans; ERISA) shall survive and remain in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations, ; (b) the representations and warranties of Seller and Owner contained in Section 3.12 (Intellectual Property) shall survive and remain in full force and effect until 36 months after the Closing Date; (c) the representations and warranties set forth of Seller and Owner contained in Section 3.15 3.11 (Environmental Tax Matters) shall survive and remain in full force and effect until ninety (90) days after the date that is 10 years following expiration of the Closing Dateapplicable statute of limitations or statutory Tax assessment period (including all periods of extension, whether automatic or permissive, to the extent Seller or its Affiliates obtained or consented to such extension); and (d) any claim arising out the representations and warranties of the fraudulent misrepresentation of Intel Purchaser contained in this Agreement or any other Transaction Document Sections 4.01 (Organization; Existence) and 4.02 (Authorization and Enforceability) shall survive and remain in full force and effect until ninety (90) days after 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 in any other Acquisition Document or in any other certificate or document delivered pursuant hereto or thereto shall survive indefinitely or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by law. Notwithstanding the foregoing, any breach of covenant, agreement, representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the extent necessary preceding sentence, if a Notice of Claim shall have been given to give effect the party against whom such indemnity may be sought prior to their termssuch time, in which case such representation, warranty or covenant shall survive as to the matters set forth in such Notice of Claim until such matters have been finally resolved.

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. FINAL ATTACHMENT TO MASTER AGREEMENT

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.