Representations of CFI and the CFI Shareholders. All representations, warranties and covenants of CFI and the CFI Shareholders contained in this Agreement will remain operative and in full force and effect (but only as of the date they were made and as of the date of Closing) after the Closing, regardless of any investigation made by or on behalf of the parties to this Agreement; provided, however, that no claim for violations of (i) representations and warranties and covenants contained in Sections 2.3 and 2.12 shall be made unless Prism gives written notice to CFI on or prior to twelve months after the Closing and (ii) representations and warranties other than those in Sections 2.3 and 2.12 shall be made unless Prism gives written notice to CFI on or prior to the fifth business day after the issuance of Prism's press release regarding its audited financial results for the fiscal year ending December 31, 1997. The applicable date after which claims are barred under this Section 10.1.1 shall be referred to as the "Applicable Expiration Date." Except for the obligations of CFI and the CFI Shareholders under Section 11 below, the representations, warranties and covenants of CFI and the CFI Shareholders contained in this Agreement will terminate as of the termination of this Agreement in accordance with its terms.
