Representations and Warranties Made by Purchaser. All representations and warranties made by Purchaser in this Agreement shall survive the execution and delivery of this Agreement and the JV Closing and shall survive until the Warranty Expiration Date; provided, however, that any claims for indemnification arising with respect to Purchaser’s representations set forth in Sections 4.1 (Organization, Standing and Power), 4.2 (Authority), 4.3 (Brokers’ and Finders’ Fees) and 4.4 (Sufficient Funds) (the “Purchaser Fundamental Representations”) or involving fraud or willful breach shall survive (A) until the expiration of the statute of limitations applicable to such claims with respect to such matters, or (B) indefinitely if no statute of limitations apply; provided, however, that any claims set forth in any Officer’s Certificate which any Seller Indemnified Person shall have delivered to Purchaser prior to the termination of the applicable survival period shall survive until the resolution of each such claim. Except as provided in the next sentence, all covenants and agreements of the Purchaser Group in this Agreement and any other Transaction Document shall survive indefinitely unless otherwise specified in their terms or in the applicable Transaction Document. All representations, warranties and covenants in the IT Carve Out Agreement shall survive the execution and delivery of such agreement until the Warranty Expiration Date. All representations and warranties made by any Purchaser Group member in the Acquired IP License Agreement, the Retained IP License Agreement or the Transitional Trademark License Agreement shall survive the execution and delivery of this Agreement and the JV Closing and shall survive until the Warranty Expiration Date.
