Common use of General Survival Clause in Contracts

General Survival. (a) Subject to Section 6.2(b)(iv), notwithstanding any investigation by, or knowledge of, APC or Merger Sub of the affairs of the Company, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other Transaction Document. (b) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub 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 prior to the Closing or Closing Date (“Pre-Closing Covenants”) shall survive and continue until the date that is the Expiration Date (defined below). (c) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub 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 or Closing Date (the “Post-Closing Covenants”) shall survive indefinitely. (d) Notwithstanding subsections (b) and (c) above, the covenants and agreements of the Company contained in this Agreement or in any other Transaction Document that involve Tax matters (the “Tax Covenants”), and without regard to performance obligations thereof prior to, on or after the Closing or Closing Date, including, without limitation, Section 4.11 (Tax Matters) hereof, shall survive until expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers), plus sixty (60) days (the “Tax Covenants Expiration Date”). (e) The representations and warranties of APC and Merger Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing. Subject to the other provisions of this Section 6.1, the representations and warranties of the Company contained in this Agreement or in any other Transaction Document shall survive and continue until the date that is thirty-six (36) months after the Closing Date (the “Expiration Date”); provided, however, that: (i) the representations and warranties set forth in Section 2.1 (Organization and Qualification), Section 2.3 (Capitalization), and Section 2.4 (Authority) (the “Fundamental Representations”) shall survive indefinitely; (ii) the representations and warranties set forth in Section 2.15(h) (Taxes) (the “Tax Representations”) shall survive the Closing and continue in full force and effect until sixty (60) days following the expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers) (the “Tax Representations Expiration Date”); (iii) any claim of fraud with respect to this Agreement or any of the other Transaction Documents shall survive indefinitely; and (iv) if, in accordance with this Article, (A) any Indemnification Claims arising from any (x) inaccuracy in or breach of any representations and warranties not identified in subsections (e)(i) or (e)(ii); or (y) breach of any Pre-Closing Covenants, 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 subsection (e)(i) above are asserted; (C) any Indemnification Claims arising from any inaccuracy in or breach of any representations and warranties set forth in subsection (e)(ii) above are asserted prior to the Tax Representations Expiration Date; (D) any Indemnification Claims arising from any breach of Tax Covenants are asserted prior to the Tax Covenants Expiration Date; or (E) any Indemnification Claims arising from any claims of fraud or breach of Post-Closing Covenants are asserted at any time, such Indemnification Claims shall continue until the final amount of recoverable Losses are determined by final agreement, settlement, judgment or award binding on the Stockholders’ Representative (in respect of the Stockholders) and APC in accordance with this Article (the final amount of recoverable Losses so determined, the “Loss Amounts”).

General Survival. The parties agree that, regardless of any ---------------- investigation made by the parties, (a) Subject to Section 6.2(b)(iv), notwithstanding any investigation by, or knowledge of, APC or Merger Sub of the affairs of the Company, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other Transaction Document. (b) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub 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 prior to the Closing or Closing Date (“Pre-Closing Covenants”) shall survive and continue until the date that is the Expiration Date (defined below). (c) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub 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 or Closing Date (the “Post-Closing Covenants”) shall survive indefinitely. (d) Notwithstanding subsections (b) and (c) above, the covenants and agreements of the Company contained in this Agreement or in any other Transaction Document that involve Tax matters (the “Tax Covenants”), and without regard to performance obligations thereof prior to, on or after the Closing or Closing Date, including, without limitation, Section 4.11 (Tax Matters) hereof, shall survive until expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers), plus sixty (60) days (the “Tax Covenants Expiration Date”). (e) The representations and warranties of APC and Merger Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing. Subject to the other provisions of this Section 6.1, the representations and warranties of the parties contained in this Agreement shall survive the execution and delivery of this Agreement for a period beginning on the date hereof and ending on the eighteen-month anniversary of the Closing Date; provided, however, that the -------- ------- representations and warranties of the Company and the Shareholders concerning Taxes (Section 2.9), Benefit Plans (Section 2.24) and Environmental Matters (Section 2.25) and the representations and warranties of the Shareholders (Article III) shall survive until the expiration of all applicable statutes of limitations; and (b) each covenant and agreement set forth in this Agreement which, by its terms, is to be performed after the Closing Date shall survive until the expiration of all applicable statutes of limitations (each of the time periods set forth above is collectively referred to as the applicable "Survival -------- Period"). Notwithstanding anything to the contrary contained herein, (i) no ------ claim, suit or proceeding for breach of any representation or warranty of any party set forth in this Agreement may be brought by any party unless written notice of such claim shall have been given on or prior to thirty (30) days after the expiry of the applicable Survival Period (in which event each such representation or warranty shall, with respect to the specific claim made, survive the applicable Survival Period until such claim is 42 finally resolved and all obligations with respect thereto are fully satisfied) and (ii) nothing contained in this Agreement or otherwise shall in any other Transaction Document shall survive and continue until the date way limit any claim, suit, cause or action or remedy that is thirty-six (36) months after the Closing Date (the “Expiration Date”); provided, however, that: (i) the representations and warranties set forth in Section 2.1 (Organization and Qualification), Section 2.3 (Capitalization), and Section 2.4 (Authority) (the “Fundamental Representations”) shall survive indefinitely; (ii) the representations and warranties set forth in Section 2.15(h) (Taxes) (the “Tax Representations”) shall survive the Closing and continue in full force and effect until sixty (60) days following the expiration of any applicable statutes of limitations (after giving effect may be available to any extensions or waivers) (the “Tax Representations Expiration Date”); (iii) any claim of fraud with respect to this Agreement Certicom or any of the other Transaction Documents shall survive indefinitely; and Indemnitee (ivas defined below) if, in accordance with this Article, (A) any Indemnification Claims arising from any (x) inaccuracy in or breach of any representations and warranties not identified in subsections (e)(i) or (e)(ii); or (y) breach of any Pre-Closing Covenants, 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 subsection (e)(i) above are asserted; (C) any Indemnification Claims arising from any inaccuracy in or breach of any representations and warranties set forth in subsection (e)(ii) above are asserted prior to the Tax Representations Expiration Date; (D) any Indemnification Claims arising from any breach of Tax Covenants are asserted prior to the Tax Covenants Expiration Date; or (E) any Indemnification Claims arising from any claims of fraud or breach of Post-Closing Covenants are asserted at any time, such Indemnification Claims shall continue until the final amount of recoverable Losses are determined by final agreement, settlement, judgment or award binding based on the Stockholders’ Representative (in respect of the Stockholders) and APC in accordance with this Article (the final amount of recoverable Losses so determined, the “Loss Amounts”)fraud.

General Survival. (a) Subject to Section 6.2(b)(iv), notwithstanding Notwithstanding any investigation by, or knowledge of, APC Purchaser or Merger Sub of the affairs of the Company, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other Transaction Document. (b) Subject to subsection (d) below, the The covenants and agreements of the Company, APC, and Merger Sub 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 prior to the Closing or Closing Date (“Pre-Closing Covenants”) shall survive and continue until the date that is the Expiration Date (defined below). (c) Subject to subsection (d) below, the covenants and agreements of the Company, APCPurchaser, and Merger Sub 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 or Closing Date (the “Post-Closing Covenants”) shall survive indefinitelythe Closing Date. (d) Notwithstanding subsections (b) and (c) above, the covenants and agreements of the Company contained in this Agreement or in any other Transaction Document that involve Tax matters (the “Tax Covenants”), and without regard to performance obligations thereof prior to, on or after the Closing or Closing Date, including, without limitation, Section 4.11 (Tax Matters) hereof, shall survive until expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers), plus sixty (60) days (the “Tax Covenants Expiration Date”). (e) The representations and warranties of APC and Merger Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing. Subject to the other provisions of this Section 6.1, the representations and warranties of the Company contained in this Agreement or in any other Transaction Document shall survive and continue until the date that is thirty-six fifteen (3615) months after from the Closing Date (the “Expiration Date”); provided, however, that: (i) the representations and warranties set forth in Section 2.1 2.1(a) (Organization and Qualification), Section 2.3 2.3(a) (Capitalization), and Section 2.4 (Authority) and Section 2.23 (Brokers) (the “Fundamental Representations”) shall survive indefinitely; (ii) the representations and warranties set forth contained in Section 2.15(h) 2.15 (TaxesIntellectual Property) (the “Tax RepresentationsIP Rep”) shall survive the Closing and continue in full force and effect until sixty the date that is thirty-six (6036) days following months from the expiration of any applicable statutes of limitations Closing Date (after giving effect to any extensions or waiversthe “IP Survival Period”), and the representations and warranties contained in Section 2.16 (Taxes) (the “Tax Representations Expiration DateRep”);, shall survive the Closing and continue in full force and effect until the date that is forty-eight (48) months from the Closing Date (the “Tax Survival Period”); and (iii) any claim of for fraud with respect to this Agreement or any hereunder shall survive the Closing until the expiration of the other Transaction Documents shall survive indefinitely; andstatute of limitations. (ivd) ifEach of the covenants, in accordance with this Article, (A) any Indemnification Claims arising from any (x) inaccuracy in or breach of any representations and warranties not identified in subsections (e)(i) or (e)(ii); or (y) breach of any Pre-Closing Covenants, 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 subsection (e)(i) above are asserted; (C) any Indemnification Claims arising from any inaccuracy in or breach this Agreement shall expire at the end of any representations and warranties the relevant survival period set forth in subsection Section 6.1(b) and Section 6.1(c) and the obligation to indemnify an Indemnitee pursuant to Section 6.2(a)(i) and Section 6.2(a)(ii) (e)(iiIndemnification) above are asserted shall terminate when the applicable representation, warranty or covenant terminates pursuant to this Section 6.1 and the obligation to indemnify an Indemnitee pursuant to Section 6.2(a)(vi) (Indemnification) shall terminate at the end of the Tax Survival Period; provided, however, if an Indemnification Claim is delivered pursuant to this Article 6 on or prior to the Tax Representations Expiration Date; (Dexpiration of the relevant survival period set forth in Section 6.1(b) any Indemnification Claims arising from any breach of Tax Covenants are asserted prior and Section 6.1(c), then, notwithstanding anything to the Tax Covenants Expiration Date; or (E) any Indemnification Claims arising from any claims of fraud or breach of Post-Closing Covenants are asserted at any timecontrary contained in this Article 6, the obligation to indemnify and hold harmless with respect to the claim presented in such Indemnification Claims Claim shall continue remain in full force and effect until such time as the final amount of recoverable Losses with respect to such claim are determined by final agreement, settlement, judgment or award binding on the Stockholders’ Representative (in respect of the Stockholders) Indemnifying Holders and APC Purchaser in accordance with this Article (the final amount of recoverable Losses so determined, the “Loss Amounts”).

General Survival. (a) Subject to Section 6.2(b)(iv)The representations and warranties of Seller, notwithstanding any investigation by, or knowledge of, APC or Merger Sub of the affairs of the Company, each party shall have the right to rely fully upon the representations, warranties, covenants Owner and agreements of the other parties Purchaser contained in this Agreement or in any other Transaction Document. Acquisition Document or in any other certificate or document delivered pursuant hereto or thereto, shall survive and remain in full force and effect until 12 months after the Closing Date; provided, however, that (a) the representations and warranties of Seller and Owner contained in Sections 3.01 (Organization; Existence and Good Standing), 3.02 (Authorization and Enforceability), 3.03 (Vote Required), 3.06 (Title to Personal Property), 3.10 (Compliance with Applicable Laws; Permits; FCC), and 3.14 (Benefit 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) Subject 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 of Seller and Owner contained in Section 3.11 (Tax Matters) shall survive and remain in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations or statutory Tax assessment period (including all periods of extension, whether automatic or permissive, to subsection the extent Seller or its Affiliates obtained or consented to such extension); and (d) below, the representations and warranties of Purchaser contained in 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. All covenants and agreements of the Company, APC, and Merger Sub contained Parties set forth in this Agreement or in any other Transaction Acquisition Document that by their terms apply or are to be performed in whole or in part prior to the Closing or Closing Date (“Pre-Closing Covenants”) shall survive and continue until the date that is the Expiration Date (defined below). (c) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub contained in this Agreement or in any other Transaction Document that by their terms apply certificate or are to be performed in whole document delivered pursuant hereto or in part after the Closing or Closing Date (the “Post-Closing Covenants”) thereto shall survive indefinitely. (d) Notwithstanding subsections (b) and (c) aboveindefinitely or for the shorter period explicitly specified therein, the 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 the Company contained covenant, agreement, representation or warranty in respect of which indemnity may be sought under this Agreement or in any other Transaction Document that involve Tax matters (the “Tax Covenants”), and without regard to performance obligations thereof prior to, on or after the Closing or Closing Date, including, without limitation, Section 4.11 (Tax Matters) hereof, shall survive until expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers), plus sixty (60) days (the “Tax Covenants Expiration Date”). (e) The representations and warranties of APC and Merger Sub contained in this Agreement, or in any certificate or other instrument delivered time at which it would otherwise terminate pursuant to this Agreementthe preceding sentence, if a Notice of Claim shall terminate at the Closing. Subject have been given to the other provisions of this Section 6.1party against whom such indemnity may be sought prior to such time, the representations and warranties of the Company contained in this Agreement which case such representation, warranty or in any other Transaction Document covenant shall survive and continue until as to the date that is thirty-six (36) months after the Closing Date (the “Expiration Date”); provided, however, that: (i) the representations and warranties matters set forth in Section 2.1 (Organization and Qualification), Section 2.3 (Capitalization), and Section 2.4 (Authority) (the “Fundamental Representations”) shall survive indefinitely; (ii) the representations and warranties set forth in Section 2.15(h) (Taxes) (the “Tax Representations”) shall survive the Closing and continue in full force and effect such Notice of Claim until sixty (60) days following the expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers) (the “Tax Representations Expiration Date”); (iii) any claim of fraud with respect to this Agreement or any of the other Transaction Documents shall survive indefinitely; and (iv) if, in accordance with this Article, (A) any Indemnification Claims arising from any (x) inaccuracy in or breach of any representations and warranties not identified in subsections (e)(i) or (e)(ii); or (y) breach of any Pre-Closing Covenants, 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 subsection (e)(i) above are asserted; (C) any Indemnification Claims arising from any inaccuracy in or breach of any representations and warranties set forth in subsection (e)(ii) above are asserted prior to the Tax Representations Expiration Date; (D) any Indemnification Claims arising from any breach of Tax Covenants are asserted prior to the Tax Covenants Expiration Date; or (E) any Indemnification Claims arising from any claims of fraud or breach of Post-Closing Covenants are asserted at any time, such Indemnification Claims shall continue until the final amount of recoverable Losses are determined by final agreement, settlement, judgment or award binding on the Stockholders’ Representative (in respect of the Stockholders) and APC in accordance with this Article (the final amount of recoverable Losses so determined, the “Loss Amounts”)matters have been finally resolved.

General Survival. (a) Subject to Section 6.2(b)(iv), notwithstanding any investigation by, or knowledge of, APC or Merger Sub of the affairs of the Company, each party shall have the right to rely fully upon the representations, warranties, The covenants and agreements of the other parties contained in this Agreement or in any other Transaction Document. (b) Subject to subsection (d) below, the covenants Company and agreements of the Company, APC, and Merger Sub 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 prior to the Closing or Closing Date (“Pre-Closing Covenants”) shall survive and continue until the date that is the Expiration Date (defined below). (c) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub 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 or Closing Date (the “Post-Closing CovenantsCovenants XE "Post-Closing Covenants Section 7.1" ”) shall will survive indefinitely. (d) Notwithstanding subsections (b) the Closing Date. The representations and (c) above, the covenants and agreements warranties of the Company and Purchasers contained in this Agreement or in any other Transaction Document that involve Tax matters (the “Tax Covenants”), and without regard to performance obligations thereof prior to, on or after the Closing or Closing Date, including, without limitation, Section 4.11 (Tax Matters) hereof, shall survive until expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers), plus sixty (60) days (the “Tax Covenants Expiration Date”). (e) The representations and warranties of APC and Merger Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing. Subject to the other provisions of this Section 6.1, the representations and warranties of the Company contained in this Agreement or in any other Transaction Document shall will survive and continue until the date that is thirty-six (36) 18 months after from the Closing Date (the “Expiration DateDate XE "Expiration Date Section 7.1" ”); provided, however, that:: US.136575857.04 (i) the representations Fundamental Representations and warranties set forth in Section 2.1 (Organization and Qualification), Section 2.3 (Capitalization), and Section 2.4 (Authority) (any claim of fraud or intentional misrepresentation with respect to this Agreement or any of the “Fundamental Representations”) shall other Transaction Documents will survive indefinitely; (ii) the representations and warranties set forth of the Company contained in Section 2.15(h) 2.13 (Taxes) (the “Tax Representations”) shall will survive the Closing and continue in full force and effect until sixty (60) days following the expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers) plus ninety (90) Business Days (the “Tax Representations Specified Claims Expiration DateDate XE "Specified Claims Expiration Date Section 7.1" ”); (iii) any claim of fraud with respect to this Agreement or any of the other Transaction Documents shall survive indefinitely; and (iviii) if, in accordance with this ArticleArticle VI, (A) any Indemnification Claims arising from any (x) inaccuracy in or breach of any representations and warranties not identified in subsections (e)(ib)(i) or (e)(ii); or (yb)(ii) breach of any Pre-Closing Covenants, 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 subsection (e)(ib)(ii) above are asserted; asserted prior to the Specified Claims Expiration Date, or (C) any Indemnification Claims arising from any inaccuracy in or breach of any representations and warranties set forth in subsection (e)(ii) above are asserted prior to the Tax Fundamental Representations Expiration Date; (D) any Indemnification Claims arising or from any breach of Tax Covenants are asserted prior to the Tax Covenants Expiration Date; any Post-Closing Covenant or (E) any Indemnification Claims arising from any claims of fraud or breach of Post-Closing Covenants intentional misrepresentation are asserted at any timetime after the date hereof, such Indemnification Claims shall continue until the final amount of recoverable Losses are determined by final agreement, settlement, judgment or award binding on the Stockholders’ Representative (in respect of the Stockholders) Company and APC Purchasers in accordance with this Article VI (the final amount of recoverable Losses so determined, the “Loss AmountsAmounts XE "Loss Amounts Section 7.1" ”).

General Survival. (a) Subject to Section 6.2(b)(iv), notwithstanding any investigation by, or knowledge of, APC or Merger Sub of the affairs of the Company, each party shall have the right to rely fully upon the representations, warranties, The covenants and agreements of the other parties contained in this Agreement or in any other Transaction Document. (b) Subject to subsection (d) below, the covenants Seller Parties and agreements of the Company, APC, and Merger Sub 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 prior to the Closing or Closing Date (“Pre-Closing Covenants”) shall survive and continue until the date that is the Expiration Date (defined below). (c) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub Purchaser 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 or Closing Date (the “Post-Closing Covenants”) shall survive indefinitelythe Closing Date. (d) Notwithstanding subsections (b) The representations and (c) above, the covenants and agreements warranties of the Company Seller Parties contained in this Agreement or in any other Transaction Document that involve Tax matters (the “Tax Covenants”)Document, and without regard to performance the indemnity obligations thereof prior torelated thereto, on or after the Closing or Closing Date, including, without limitation, Section 4.11 (Tax Matters) hereof, shall survive until expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers), plus sixty (60) days (the “Tax Covenants Expiration Date”). (e) The representations and warranties of APC and Merger Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing. Subject to the other provisions of this Section 6.1, the representations and warranties of the Company contained in this Agreement or in any other Transaction Document shall survive and continue until the date that is thirty-six eighteen (3618) months after from the Closing Date (the “Expiration Date”); provided, however, except that: (i) the representations and warranties warranties, and the indemnity obligations related thereto, set forth in Section 2.1 (Organization and QualificationOrganization), Section 2.3 2.2 (CapitalizationAuthority), and Section 2.4 2.6(a), the second sentence of Section 2.6(c) (Title), Section 2.11 (Taxes), Section 2.15 (Brokers), Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.4 (Brokers) (collectively, the “Fundamental Representations”) shall survive indefinitely; (ii) and the representations and warranties warranties, and the indemnity obligations related thereto, set forth in Section 2.15(h) 2.8 (Taxes) (the “Tax Representations”Employee Benefits) shall survive the Closing and continue in full force and effect until sixty (60) days following the expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers) plus ninety (90) days (the “Tax Representations Specified Claims Expiration Date”); (ii) the representations and warranties contained in Section 2.10 (Intellectual Property) and the first sentence of Section 2.6(c) (the “Extended Representations”), and the indemnity obligations related thereto, shall survive and continue until the date that is thirty-six (36) months from the Closing Date (the “Extended Expiration Date”); (iii) any claim of fraud or intentional misrepresentation with respect to this Agreement or any of the other Transaction Documents shall survive the Closing and continue indefinitely; and (iv) if, in accordance with this Article, (A) any Indemnification Claims arising from any (x) inaccuracy in or breach of any representations and warranties not identified in subsections (e)(i) warranties, other than the Fundamental Representations or (e)(ii); or (y) breach of any Pre-Closing Covenantsthe Extended Representations, are asserted prior to the Expiration Date; (B) any Indemnification Claims arising from (1) any inaccuracy in or breach of any Fundamental Representations, (2) any inaccuracy in or breach of the representations and warranties set forth in subsection Section 2.8 (e)(iEmployee Benefits) above or (3) breach of any Post-Closing Covenant are assertedasserted prior to the Specified Claims Expiration Date; (C) any Indemnification Claims arising from any inaccuracy in or breach of any representations and warranties set forth in subsection (e)(ii) above Extended Representation are asserted prior to the Tax Representations Extended Expiration Date; Date or (D) any Indemnification Claims arising from any breach of Tax Covenants are asserted prior to the Tax Covenants Expiration Date; or (E) any Indemnification Claims arising from any claims of fraud or breach of Post-Closing Covenants intentional misrepresentation are asserted at any timetime after the date hereof, such Indemnification Claims shall continue until the final amount of recoverable Losses are determined by final agreement, settlement, judgment or award binding on the Stockholders’ Representative (in respect of the Stockholders) Seller and APC Purchaser in accordance with this Article (the final amount of recoverable Losses so determined, the “Loss Amounts”)Article.