Common use of Non-Survival of Representations, Warranties and Agreements Clause in Contracts

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article VI, Article VIII and Annex B shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Section 6.6, Section 6.7 and Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.4, Section 8.3 and Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01 as provided in Section 8.02, as the case may be, except that the agreements set forth in Article VIArticles I and II, Sections 6.06 and 6.10, Article VIII and Annex B this Article IX shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyEffective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles II and Annex B IX and in Section 6.06 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 8.03 and Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Closing or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article VISections 5.3, 5.5, 5.6, 5.7, 5.8, 5.11 and Article VIII and Annex B shall survive consummation the Closing and the termination of the Offer indefinitely and those set forth in Section 7.03 shall survive termination this Agreement indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VI, Article VIII Articles I and Annex B IX and Sections 6.07 and 6.11 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 4.03(b), 4.05, 5.03(b), 8.02, Article IX and Annex A shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Section 6.6, Section 6.7 and Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.4(b), Section 8.3 and Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that (a) the agreements set forth in Article VISections 1.3, Article VIII 6.11 and Annex B 6.12 shall survive consummation of the Offer indefinitely Effective Time, and those (b) the agreements set forth in Section 7.03 Sections 6.7, 6.9(b) and 8.2 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.016.01, as the case may be, except that the agreements set forth in Article VI, Article VIII I and Annex B Sections 4.07 and 4.08 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Sections 4.02(b), 6.02 and 6.03 and this Section 7.03 7.01 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Articles I and II, Sections 6.04(b), 6.06, 6.10, 6.13 and 6.20(a) and this Article VI, Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 6.04(b), 8.02 and 8.05 and this Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any person shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that any agreements which by their terms apply or are to be performed in whole or in part after the agreements set forth in Article VI, Article VIII and Annex B Effective Time shall survive consummation of the Offer indefinitely Effective Time in accordance with their terms, and those set forth in Section 7.03 8.02 and this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that (a) the agreements set forth in Article VIII and Sections 6.18, Article VIII 6.20 and Annex B 9.1 through 9.11 shall survive consummation of the Offer indefinitely Effective Time and those (b) the agreements set forth in Section 7.03 the Confidentiality Agreement and in Sections 6.9, 6.17, 8.2, 8.3 and 9.1 through 9.11 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles II and Annex B IX and Section 6.07 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.04(b), 6.10, 8.02, 8.03 and Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be7.1, except that the (i) those agreements set forth in Article VISection 2.1, Section 2.2, Section 5.2, Section 5.4, Section 5.5, Section 7.2, Section 7.3, Section 7.4 and Article VIII and Annex B shall survive consummation of the Offer indefinitely Effective Time and those agreements set forth in Section 7.03 5.2, Section 7.2, Section 7.3, Section 7.4 and Article VIII shall survive termination indefinitely(in each of (i) and (ii) in accordance with the terms of such provisions).

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificates delivered pursuant hereto by any persons shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01 hereof, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles I and Annex B II and Section 6.06 hereof shall survive consummation of the Offer indefinitely Effective Time in accordance with their respective terms, and those agreements set forth in Section 7.03 Sections 6.08, 8.02 and 8.03 hereof and in this Article IX shall survive the termination of this Agreement indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VI, Article VIII I and Annex B Section 6.6 and Section 6.8 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 4.7, Section 5.4, Section 6.9, Section 8.2 and Article IX hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any person shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VIArticles I and II and Sections 6.05, Article VIII 6.10, 6.12 and Annex B 6.13 shall survive consummation of the Offer indefinitely Effective Time indefinitely, and those set forth in Section 7.03 Sections 6.03(d), 6.03(e), 8.02, 8.04 and this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article VISection 7.02, 7.03 and Article VIII and Annex B shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyand this Section 8.01 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time. Upon any termination of this Agreement, the Limited Guarantee shall terminate to the extent provided therein.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.019.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles III and Annex B X and Section 7.07 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 7.04(b) and 9.03 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements set forth in this Agreement shall terminate at upon the time purchase of the consummation of Shares in the Offer or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Section 6.6, Section 6.7 and Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.4(b), Section 8.3 and Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VI, Article VIII II and Annex B Section 6.8 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.5(b), 6.5(c), 8.2 and 9.3 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Section 6.7, Section 6.10 and Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.4(b), Section 8.3 and Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article VI, Article VIII Section 5.12 and Annex B shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 7.3 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.0110.1, as the case may be, except that (i) the agreements set forth in Articles III and XI and Sections 8.9, 8.10 and 8.11 shall survive the Effective Time indefinitely and (ii) the agreements set forth in Article VI, Article VIII XI and Annex B Section 10.2 shall survive consummation the termination of the Offer indefinitely and those set forth in Section 7.03 shall survive termination this Agreement indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.019.01, as the case may be, except that the agreements set forth in Article VIII and Article III and Sections 7.06, Article VIII Section 7.07 and Annex B Section 7.14 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Sections 7.02(c) and in Section 7.03 7.02(e), Article IX and Article X hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any person shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles I and Annex B II and Sections 6.06 and 6.12 shall survive consummation of the Offer indefinitely Effective Time for the periods stated therein, and those set forth in Section 7.03 Sections 6.09, 6.11, 8.02, 8.03, 8.04, 8.05 and this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.019.01, as the case may be, except that the agreements set forth in Article VIII and Article III and Section 7.04(b), Section 7.06, Section 7.07, Section 7.08 and Section 7.11 and this Article VIII and Annex B X shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyEffective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.019.01, as the case may be, except that the agreements set forth in Articles II and this Article VI, Article VIII IX and Annex B Section6.04 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Section 6.6, Section 6.7, Section 6.10 and Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.4(b), Section 8.3 and Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that (a) the agreements set forth in Article VIII, the eighth and ninth sentences of Section 6.1(b), Section 6.10, Section 6.12 and Article VIII and Annex B IX of this Agreement shall survive consummation of the Offer indefinitely Effective Time and those (b) the agreements set forth in Section 7.03 the Confidentiality Agreement and in Sections 6.12, 8.2, 8.3 and Article IX of this Agreement shall survive termination indefinitelysuch termination.

Non-Survival of Representations, Warranties and Agreements. (a) The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except as provided in Sections 6.8 and 8.2 and except that the agreements set forth in Article VI, Article VIII and Annex B II shall survive consummation the Effective Time during the period of the Offer indefinitely applicable statute of limitations and those set forth in Article VIII and Section 7.03 9.3 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article VISection 5.02, Article VIII Section 5.05 and Annex B Section 5.12 shall survive consummation of the Offer Effective Time indefinitely (or until the earlier termination in accordance with the terms thereof), and those set forth in Section 5.07, Section 7.03 and Section 7.05 and this Article VIII shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article VISection 7.02, 7.03 and Article VIII and Annex B shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyand this Section 8.01 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time. Upon any termination of this Agreement, the Guarantee shall terminate to the extent provided therein.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that (a) the agreements set forth in Article VISections 1.3, Article VIII 6.11, 6.12, 6.13, 6.14 and Annex B 9.8 shall survive consummation of the Offer indefinitely Effective Time, and those (b) the agreements set forth in Section 7.03 Sections 6.7, 6.9(b), 8.2 and 9.8 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that (a) the agreements set forth in Article VISections 1.3, Article VIII 6.10 and Annex B 6.11 shall survive consummation of the Offer indefinitely Effective Time, and those (b) the agreements set forth in Section 7.03 Sections 6.7, 8.2 and this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that (a) the agreements set forth in Article VIII, Article VIII Sections 6.1 and Annex B 9.1 through 9.11 shall survive consummation of the Offer indefinitely Effective Time and those (b) the agreements set forth in Section 7.03 the Confidentiality Agreement and in Sections 6.11, 8.2, 8.3 and 9.1 through 9.11 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.019.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles III and Annex B X and Section 7.04 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 7.06, 9.02 and 9.03 and Article X shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article VI, Article VIII I and Annex B Section 5.8 and Section 5.9 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 5.5(b), 7.3 and 8.3 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01Article VII, as the case may be, except for those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the agreements set forth in Article VI, Article VIII and Annex B Effective Time. The Confidentiality Agreement shall survive consummation the execution and delivery of this Agreement or the Offer indefinitely termination of this Agreement in accordance with the provisions of this Agreement, as the case may be, pursuant to its terms and those set forth in Section 7.03 shall survive termination indefinitelyconditions.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article VII and Sections 5.5, Article VIII 5.6, 5.8, 5.16 and Annex B 5.17 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 5.3 and Section 7.3 shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any person shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01 hereof, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles I and Annex B II and Section 6.06 hereof shall survive consummation of the Offer indefinitely Effective Time in accordance with their respective terms and those agreements set forth in Section 7.03 Sections 6.08, 8.02, 8.03 hereof and in this Article IX shall survive the termination of this Agreement indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article VI, Article VIII I and Annex B Section 5.8 and Section 5.9 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 5.5(b), 7.2 and 8.3 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles II and Annex B IX and Section 6.06 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.04(b), 8.02, 8.03 and Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time earlier to occur of (a) the consummation of the Offer Effective Time or upon (b) the termination of this Agreement pursuant to Section 7.01, as the case may be7.1, except that the agreements set forth in Article VI, Article VIII I and Annex B Section 5.8 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 5.5(b), (c) and (d), 7.2, 7.3 and Article VIII shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1 hereof, as the case may be, except that (i) the agreements set forth in Articles II and VIII and the agreements contained in Article VIV that contemplate action to be taken following the Effective Time shall survive the Effective Time indefinitely and (ii) the agreements set forth in Section 5.6, Article VIII and Annex B Section 7.2 hereof shall survive consummation the termination of the Offer indefinitely and those set forth in Section 7.03 shall survive termination this Agreement indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.016.1, as the case may be, except that that, in the event the Effective Time occurs, the agreements set forth in Article VI, Article VIII Section 4.9 and Annex B the last sentence of Section 4.5(a) shall survive consummation indefinitely and, in the event this Agreement is terminated prior to the occurrence of the Offer indefinitely and those Effective Time, the agreements set forth in Section 7.03 Sections 4.3 and 6.12 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that (a) the agreements set forth in Article VISections 1.3, Article VIII 6.8 and Annex B 6.9 shall survive consummation of the Offer indefinitely Effective Time, and those (b) the agreements set forth in Section 7.03 Sections 6.5, 8.2 and this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIArticles 1 and 2, Article VIII Sections 6.5 and Annex B 6.6 and Articles 8 and 9 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.3(b) and Section 6.8(a) (as it relates to the Voting Agreement) and Articles 8 and 9 shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article VII and Sections 4.4, 5.7 and 5.11, 5.14 and this Article VIII and Annex B shall survive consummation of the Offer indefinitely Effective Time, and those set forth in the last sentence of Section 7.03 5.3 and Sections 5.6 and 7.2 and this Article VIII and the Confidentiality Agreement shall survive termination indefinitelytermination.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article VI, Article VIII and Annex B II shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Section 6.7, Section 6.9 and this Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.2(b), Section 6.2(c), Section 8.3 and this Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to in accordance with Section 7.01, as the case may be, except that the agreements set forth in Article VISections 7.02, 7.03 and Article VIII and Annex B shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyand this Section 8.01 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Section 6.8, Section 6.10 and Article VIII and Annex B IX shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 8.2 and Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except as provided in Section 7.2 and except that the agreements set forth in Article VI, Article VIII I and Annex B Sections 5.8 and 8.3 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Article VII and Section 7.03 8.3 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any person shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles I and Annex B II and Section 6.06 and 6.09 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.04(c), 6.08, 8.02, 8.03 and this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII III and Annex B Sections 6.08 and 6.09 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.02(b) and 8.03 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII II and Annex B Sections 6.06 and 6.07 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.04 and 8.03 shall survive termination indefinitely. Section 9.02.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to in accordance with Section 7.01, as the case may be, except that the agreements set forth in Article VISections 7.02, 7.03 and this Article VIII and Annex B shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyand this Section 8.01 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Articles I and II and Sections 6.03, 6.04, 6.06 and this Article VI, Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 8.02 and 8.05 and this Article IX shall survive termination indefinitelytermination.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.016.01, as the case may be, except that the agreements set forth in Article VI, Article VIII and Annex B I shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 6.03 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be6.1, except that the agreements set forth in Article VI, Article VIII and Annex B shall survive consummation of the Offer indefinitely and those set forth in Sections 2.2, 2.3, Section 7.03 4.5(b), Section 4.8, Section 4.9, Section 4.10, Section 4.14, Section 6.3 and this Article VII shall survive termination indefinitely.indefinitely (or to such earlier date as shall be specified by the terms of such provisions). Section 7.2

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Articles I and II and Sections 6.01, 6.02, 6.05, 6.06 and this Article VI, Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 8.02 and 8.05 and this Article IX shall survive termination indefinitelytermination.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Articles I and II and Sections 6.04(b), 6.07 and 6.11 and this Article VI, Article VIII and Annex B IX shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyEffective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VIArticles I and IX and Sections 4.07, Article VIII 5.04, 5.05, 5.07, 6.07, 6.08, 6.09, 6.10, and Annex B 6.11 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 4.03(b), 4.05, 5.02(b), 8.02, and Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01 (except as provided in Section 8.02), as the case may be, except that the agreements set forth in Articles I and II and Sections 6.03(b), 6.06 and 6.10 and this Article VI, Article VIII and Annex B IX shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyEffective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Articles I and II, Sections 6.03(b), 6.05, 6.08 and 6.10 and this Article VI, Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 6.03(b), 6.08, 8.02 and 8.05 and this Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The Upon termination of this Agreement, as further set forth in Section 5.13 hereof, all representations, warranties and agreements in made by the parties to this Agreement shall terminate at the time of the consummation of the Offer or upon the termination of this Agreement pursuant to Section 7.01terminate; provided, as the case may be, except that the agreements set forth in Article VI, Article VIII and Annex B shall survive consummation of the Offer indefinitely and those provision set forth in Section 7.03 4.6 shall survive termination indefinitelyupon the Effective Time and the provisions of this Article V hereof shall survive any termination of this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any person shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles I and Annex B II and Sections 6.06 and 6.14 shall survive consummation of the Offer indefinitely Effective Time indefinitely, and those set forth in Section 7.03 Sections 6.09, 8.02, 8.03, 8.04, 8.05 and this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VII, Article VIII Sections 1.9, 6.4, 6.5 and Annex B 6.7, above, shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 4.8, 5.4, 8.2, 8.3 and Article IX hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that (i) the agreements set forth in Articles II and VIII and Section 5.05 shall survive the Effective Time indefinitely and (ii) the agreements set forth in Article VI, Article VIII and Annex B shall survive consummation the termination of the Offer indefinitely and those set forth in Section 7.03 shall survive termination this Agreement indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VII and Sections 5.7, Article VIII 6.4 (including Annex A), 6.5 and Annex B 6.9 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 4.4(b), 4.8, 5.3(b) and Article IX hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VII, Article VIII Sections 5.7, 6.4, 6.5 and Annex B 6.7, above, shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 4.10, 5.6, 8.2, 8.3 and Article IX hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VII, except that the agreements set forth in Article VI, Article VIII and Annex B I shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 5.03(c), 5.06, 5.07, 5.08, 5.11, 7.02 and Article VIII hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.0110.1, as the case may be, except that the agreements set forth in Article VIArticles II and III and Sections 8.6, Article VIII 8.7, 8.14(c) and Annex B 8.15 shall survive consummation of the Offer Effective Time indefinitely and those set forth in the last sentence of Section 7.03 8.4(a) and in Sections 8.4(b), Article X and Article XI hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII II and Annex B Sections 6.06 and 6.07 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.04(b) and 8.03 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles II and Annex B IX and Section 6.07 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.04(b), 8.03 and Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VII, except that the agreements set forth in Article VI, Article VIII and Annex B I shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 5.03(b), 5.12, 7.02 and Article VIII hereof shall survive termination indefinitely.. 57 53

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VI, Article VIII I and Annex B Sections 6.4 and 6.5 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 4.4(b), 4.7, 5.3(b), 8.1 and Article X hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained in this Agreement shall terminate at on the time of the consummation of the Offer Expiry Time or upon the termination of this Agreement pursuant to Section 7.01section 14, as the case may be, except that the agreements set forth in Article VIsection 4 (further action, Article VIII reasonable best efforts) and Annex B section 17 shall survive consummation of the Offer Expiry Time indefinitely and those set forth in Section 7.03 section 10, section 11, section 15, and section 22 shall survive termination indefinitelyindefinitely (in accordance with the terms of such provisions).

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article VI, Article VIII I and Annex B Section 5.06 shall survive consummation of the Offer indefinitely and those Effective Time indefinitely, the agreements set forth in Section 7.03 5.05 shall survive the Effective Time for the respective periods set forth therein and the agreements set forth in Section 5.03(b) shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIArticles II and IX and in Sections 6.5, Article VIII 6.7 and Annex B 6.8 shall survive consummation of the Offer indefinitely Effective Time and those the agreements set forth in Section 7.03 Articles VIII and IX and in Sections 6.4(b) and 6.5 shall survive termination indefinitelytermination.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Closing or upon the termination of this Agreement pursuant to Section 7.019.1, as the case may be, except that the agreements set forth in Article VIArticles II and III, Article VIII and Annex B in Sections 7.8 through 7.11 (inclusive) shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination Closing indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VI1, Article VIII Section 6.6 and Annex B Articles 8 and 9 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.3, Section 6.8(a), Section 8.3 and Articles 8 and 9 shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII II and Annex B Section 6.07 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 6.04(b), 6.04(c) and 8.03 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The ---------------------------------------------------------- representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.0110.1, as the case may be, except that the agreements set forth in Article VIArticles II and III and Sections 8.6, Article VIII 8.7, 8.14(c) and Annex B 8.15 shall survive consummation of the Offer Effective Time indefinitely and those set forth in the last sentence of Section 7.03 8.4(a) and in Sections 8.4(b), Article X and Article XI hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.019.01, as the case may be, except that the agreements set forth in Articles II and this Article VI, Article VIII IX and Annex B Section 6.04 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1 hereof, as the case may be, except that the agreements set forth in Article VISection 5.5, Section 5.15, Section 7.2, Section 7.3 and Article VIII and Annex B shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 hereof shall survive termination indefinitelyand this Section 8.1 shall not limit or terminate any other covenant or agreement of the Parties hereto which by its terms contemplates performance after the Effective Time. Termination of this Agreement shall in no way affect the Confidentiality Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VI, Article VIII I and Annex B Sections 6.5 and 6.7 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 4.10, 5.6, 6.9, 8.2 and Article IX hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, I and Article VIII II and Annex B Section 6.06 and Section 6.11 shall survive consummation of the Offer Effective Time indefinitely (or until the earlier termination in accordance with the terms thereof), and those set forth in Section 7.03 Sections 8.02 and 8.03 and this Article IX shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VII, except that the agreements set forth in Article VI, Article VIII and Annex B I shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 5.03(b), 5.12, 7.02 and Article VIII hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII Articles I and Annex B II and Sections 6.06 and 6.07 shall survive consummation of the Offer Effective Time indefinitely and those set forth in the last sentence of Section 7.03 6.04(a) and in Sections 6.04(b), Article VIII and Article IX hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Section 6.6, Section 6.7, Section 6.12 and Article VIII and Annex B IX shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 6.4(b), Section 6.12, Section 8.2, Section 8.3 and Article IX shall survive termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Articles I and II and Sections 6.07, and 6.10 and this Article VI, Article VIII and Annex B IX shall survive consummation the Effective Time and the provisions of the Offer indefinitely and those set forth in Section 7.03 8.03 shall survive the termination indefinitelyof this Agreement.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article VISection 7.02, 7.03 and Article VIII and Annex B shall survive consummation of the Offer indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyand this Section 8.01 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may beArticle VIII, except that the agreements set forth in Article VII and Sections 5.7, Article VIII 5.8, 6.4 (including Annex A) and Annex B 6.5 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 4.4(b), 5.3(b), 6.11 and Article IX hereof shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.019.1, as the case may be, except that the agreements set forth in Article VI, Article VIII III and Annex B Section 7.5 and Section 7.6 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 7.2(b), Section 9.2 and Section 9.3 and the Confidentiality Agreement in accordance with its terms shall survive termination indefinitelyof this Agreement. SECTION 10.2.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article VI, Article VIII I and Annex B Section 5.8 and Section 5.9 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 Sections 5.5(c), 7.3 and 8.3 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.015.1, as the case may be, except that the agreements set forth in Article VISection 1.4, Article VIII Section 4.6 and Annex B Section 4.7 shall survive consummation of the Offer Effective Time indefinitely and those set forth in Section 7.03 4.3, Section 5.3 and Article VI shall survive termination indefinitelyindefinitely (in accordance with the terms of such provisions).

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.01, as the case may be, except that the agreements set forth in Article VI, Article VIII II and Annex B Section 6.07 shall survive consummation the Effective Time indefinitely; the agreement set forth in Section 6.06 shall survive the Effective Time until the expiration of the Offer indefinitely applicable statute of limitations; and those set forth in Section 7.03 Sections 6.04(b) and 8.03 shall survive termination indefinitely.

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the time of the consummation of the Offer Effective Time or upon the termination of this Agreement pursuant to Section 7.018.1, as the case may be, except that the agreements set forth in Article VIII, Article VIII Section 6.8 and Annex B Section 6.9 shall survive consummation of the Offer indefinitely Effective Time and those set forth in Section 7.03 Sections 6.5 and 9.3 shall survive termination indefinitelytermination.