Common use of Survival; Limitation on Actions Clause in Contracts

Survival; Limitation on Actions. (a) Subject to Section 11.4(b) and Section 11.4(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after the Closing Date; (iv) the covenants and agreements of Sellers to be performed after Closing shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnification, defense, or to be held harmless under this Article 11, Purchaser must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of Seller to be performed on or prior to Closing shall terminate and expire on the earlier to occur of (i) the termination date of each respective representation or warranty of Sellers for which Purchaser is entitled to indemnification or reimbursement hereunder, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c). (c) Subject to Section 5.2 and Section 12.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers shall not have any liability or be required to indemnify Purchaser (i) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless and until the amount of such Damages exceeds the Indemnity Threshold (it being agreed that the Indemnity Threshold represents a threshold and not a deductible), (ii) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) for Damages that exceed the Indemnity Threshold for which Claim Notices are delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless the aggregate amount of all such Damages exceeds two percent (2%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a threshold), (iii) under Section 11.3(b) for aggregate Damages in excess of ten percent (10%) of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder for aggregate Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser pursuant to Section 11.2 shall be without limit. (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers and Purchaser each acknowledge and agree that (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser and Sellers hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers shall have the right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of Purchaser to perform its obligations required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b) and Section 11.4(c11.4(d): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental indefinitely; (iii) the Tax Representations shall survive the Closing and terminate on the date that is 30 days after the expiration of the applicable statute of limitationlimitations; (iiiiv) the covenants and agreements of Sellers the Parties to be performed on or prior to Closing shall each survive the Closing and terminate on the date six twelve (612) months after the Closing Date; (ivv) the covenants of Seller under Section 11.3(c) with respect to the Retained Liabilities (other than the Retained Liabilities defined in subpart (a) of the definition thereof and agreements the Retained Liabilities defined in subpart (d) of Sellers to be performed after Closing the definition thereof (which, in the case of subpart (d), shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date)) shall survive the Closing indefinitely; provided, (vi) the covenants and agreements in Article 8 and Section 11.3(c) with respect to the Retained Liabilities defined in subpart (a) of Sellers contained in Section 2.6, Section 6.3, Section 9.1 the definition thereof shall survive the Closing and shall terminate on the date that is 30 days after the expiration of the applicable statute of limitations; (vvii) the indemnification or reimbursement rights other covenants and agreements of the Parties to be performed after Closing shall survive until fully performed; (viii) the covenants and agreements of Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, indefinitely and (viiix) the representations, warranties, covenants, covenants and agreements of Sellers the Parties set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers the applicable Party shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) Subject to Section 13.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall not have any liability or be required to indemnify Purchaser (i) under Section 11.3(b) with respect to Non-Fundamental Representations unless and until the amount of such Damages exceeds the Individual Threshold (it being agreed that the Individual Threshold represents a threshold and not a deductible), (ii) under Section 11.3(b) with respect to Non-Fundamental Representations for (A) any and all Damages that exceed the Individual Threshold and for which Seller has an obligation to indemnify Purchaser, unless the aggregate amount of all such Damages exceed two percent (2%) of the Unadjusted Purchase Price and then only to the extent such Damages exceed two percent (2%) of the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a threshold) and (B) aggregate Damages in excess of ten percent (10%) of the Unadjusted Purchase Price, and (iii) under this Agreement for aggregate Damages in excess of one-hundred percent (100%) of the Unadjusted Purchase Price. Subject to Article 11 and Section 13.11, the liability of Purchaser under this Agreement shall be without limit. (c) Seller and Purchaser each acknowledge and agree that except as expressly set forth in Article 11, (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser and Seller hereby waive any and all rights to rescind, reform, cancel, terminate, revoke or void this Agreement or any of the transactions contemplated hereby; provided, however, each Party shall have the non-exclusive right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of the other Party to perform its obligations hereunder required to be performed after Closing. (d) As a condition to making any claims for indemnification, defense, defense or to be held harmless under this Article 11, Purchaser or Seller, as applicable, must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of Section 11.3(b) or Seller to be performed on or prior to Closing Group under Section 11.2(a) shall terminate and expire on the earlier to occur as of (i) the termination date of each respective representation representation, warranty, covenant or warranty agreement of Sellers for which Purchaser the applicable Party that is entitled subject to indemnification or reimbursement hereunderindemnification, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers the applicable Indemnifying Party on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c). (c) Subject to Section 5.2 and Section 12.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers shall not have any liability or be required to indemnify Purchaser (i) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless and until the amount of such Damages exceeds the Indemnity Threshold (it being agreed that the Indemnity Threshold represents a threshold and not a deductible), (ii) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) for Damages that exceed the Indemnity Threshold for which Claim Notices are delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless the aggregate amount of all such Damages exceeds two percent (2%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a threshold), (iii) under Section 11.3(b) for aggregate Damages in excess of ten percent (10%) of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder for aggregate Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser pursuant to Section 11.2 shall be without limit. (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers and Purchaser each acknowledge and agree that (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser and Sellers hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers shall have the right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of Purchaser to perform its obligations required to be performed after Closinghereunder. (e) Sellers Seller shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 8.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13Tax Representation, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b10.3(b) and Section 11.4(c): 10.3(c), the indemnity rights and obligations of each Party under Section 10.1 and Section 10.2 with respect to: (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) shall survive Closing ESAS and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) EXCO shall survive the Closing indefinitely indefinitely; (ii) all representations and all other warranties of ESAS and EXCO that do not constitute Fundamental Representations shall each survive the Closing and terminate on the expiration of date eighteen (18) months after the applicable statute of limitation; Closing Date; (iii) the covenants and agreements of Sellers ESAS and EXCO set forth herein that are required to be performed on or prior to Closing shall each survive the Closing and terminate on the date six eighteen (618) months after the Closing Date; ; (iv) the covenants and agreements of Sellers ESAS and EXCO set forth herein that are required to be performed after Closing but prior to the applicable Termination Date shall survive the Closing and terminate on the date twenty-four eighteen (2418) months after the Closing Date; provided, date such covenants and agreements are required to be performed; (v) the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 ESAS and EXCO set forth herein that are to be performed after Closing that expressly survive the Termination Date shall survive the Closing Termination Date and terminate on the date sixty (60) days after the expiration of the applicable statute such express performance period of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 shall survive the Closing such covenants and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; agreements; (vi) the covenants, representations, warranties, covenants and warranties of Purchaser agreements set forth in this Agreement and the any other Transaction Documents shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the Document or other Transaction Documents document delivered hereunder shall be of no further force and effect, and Sellers no Party shall not have any rights or obligations hereunderhereunder with respect thereto, after the applicable date of their expiration; provided, however, provided that there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnificationNotwithstanding anything set forth in Section 10.3(a), defense, or to be held harmless under this Article 11, Purchaser must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All all rights of each member of the Purchaser ESAS Group to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations 10.1 and the EXCO Group under Section 11.3(a) with respect to the covenants and agreements of Seller to be performed on or prior to Closing 10.2 shall terminate and expire on the earlier to occur as of (i) the termination date of each respective representation representation, warranty, covenant or warranty of Sellers for which Purchaser agreement that is entitled subject to indemnification or reimbursement hereunderindemnification, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers the applicable Indemnifying Party on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c)hereunder. (c) Notwithstanding anything herein or in any other Transaction Document to the contrary, EXCO’s express rights to terminate this Agreement under Article 9, the retention of any amounts in the Escrow Account permitted under Section 5.18(e)(ii) and the forfeiture of the Warrants pursuant to the terms thereof shall constitute the sole and exclusive remedy available to EXCO for any failure of ESAS’s to purchase, hold or satisfy all or any portion the Investment or to comply with the terms of Section 5.20, ESAS’s termination of this Agreement in accordance with Article 9 for any reason or any breach or failure of ESAS to perform its obligations under Section 5.18. Each Party acknowledges and agrees that (A) EXCO’s actual damages upon the event of such ESAS Forfeiture Event, termination or failure are difficult to ascertain with any certainty, (B) the amounts in the Escrow Account is a fair and reasonable estimate by the Parties of such aggregate actual damages of EXCO and (C) such liquidated damages do not constitute a penalty. (d) Subject to Section 5.2 11.12, Section 10.3(c) and Section 12.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers shall not have any liability or be required to indemnify Purchaser (i) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless and until the amount of such Damages exceeds the Indemnity Threshold (it being agreed that the Indemnity Threshold represents a threshold and not a deductible5.18(e)(ii), (ii) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) for Damages that exceed the Indemnity Threshold for which Claim Notices are delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless the aggregate amount of all such Damages exceeds two percent (2%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a threshold), (iii) under Section 11.3(b) for aggregate Damages in excess of ten percent (10%) of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder for aggregate Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser EXCO pursuant to Section 11.2 10.1 and ESAS pursuant to Section 10.2 shall be without limit. (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers and Purchaser each acknowledge and agree that (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser and Sellers hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers shall have the right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of Purchaser to perform its obligations required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b12.4(b) and except for Section 11.4(c): 6.1: (i) all representations and warranties of Seller set forth herein and in the Non-Fundamental Representations of Sellers other Transaction Documents (other than including the Special Warranties, which shall survive until four (4) years after corresponding representations and warranties given in the Closing DateCertificate) shall survive Closing terminate and terminate on the date twelve (12) months after the Closing Dateexpire at Closing; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after the Closing Date; (iv) the covenants and agreements of Sellers to be performed after Closing shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnification, defense, or to be held harmless under this Article 11, Purchaser must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of Seller to be performed on or prior to Closing shall terminate and expire on the earlier to occur of at Closing; (iiii) the termination date of each respective representation or warranty of Sellers for which Purchaser is entitled to indemnification or reimbursement hereunder, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers Seller to be performed after Closing shall survive Closing and terminate when fully performed; (iv) the representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents (including the corresponding representations and warranties given in Seller’s Closing Date Certificate) shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations indefinitely; and (yv) with respect to the covenants and agreements of Sellers Purchaser to be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c)shall survive Closing and terminate when fully performed. (cb) Subject to Section 5.2 and Section 12.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers shall not have any liability or be required to indemnify Purchaser (i) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless and until the amount of such Damages exceeds the Indemnity Threshold (it being agreed that the Indemnity Threshold represents a threshold and not a deductible), (ii) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) for Damages that exceed the Indemnity Threshold for which Claim Notices are delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless the aggregate amount of all such Damages exceeds two percent (2%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a threshold), (iii) under Section 11.3(b) for aggregate Damages in excess of ten percent (10%) of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder for aggregate Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser pursuant to Section 11.2 shall be without limit. (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers Seller and Purchaser each acknowledge and agree that except as expressly set forth in Article 3, Article 11 and this Article 12, (i) absent Fraud, the payment of money, as limited by the terms of this AgreementAgreement and the rights to the proceeds of the R&W Insurance Policy, shall be adequate compensation for breach of any representation, warranty, covenant, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser and Sellers Seller hereby irrevocably waive any and all rights to rescind, reform, cancel, terminate, revoke, revoke or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers each Party shall have the non-exclusive right to specific performance and other equitable remedies available at law Law or equity (including injunctive relief) for the breach or failure of Purchaser the other Party to perform its obligations hereunder required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b13.3(b) and Section 11.4(c13.3(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4Tax Representations) years after the Closing Date) of each Seller shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Non-Fundamental Representations in Section 3.4(b(other than the Tax Representations) of Purchasers shall survive Closing and terminate on the date twelve (12) months after the Closing indefinitely and all other Date; (iii) the Fundamental Representations of each Seller and the Special Warranty of Title shall survive the Closing and terminate on the expiration date twenty-four (24) months after the Closing Date; (iv) the Tax Representations of each Party shall survive the Closing and terminate on the date of the applicable statute of limitationlimitations with respect thereto; (iiiv) the covenants and agreements of Sellers each Party to be performed on or prior to Closing shall each survive the Closing and terminate on the date six twelve (612) months after the Closing Date; (ivvi) the covenants and agreements of Sellers each Party to be performed after Closing shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, Date (except for the covenants and agreements of Sellers contained set forth in Section 2.68.10 which shall survive for seven (7) years after the Closing Date), Section 6.3, Section 9.1 (vii) the Fundamental Representations of Purchasers shall survive the Closing and terminate on the expiration of date twenty-four (24) months after the applicable statute of limitations; Closing Date, (vviii) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 13.2(a), Section 13.2(b) and Section 13.2(c) shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers each Seller that is subject to indemnification thereunder; , (viix) the covenantsindemnification rights of Seller Group in Section 13.1(a) and Section 13.1(b) shall survive the Closing and terminate on the termination date of each respective representation, representationswarranty, covenant or agreement of Purchasers that is subject to indemnification thereunder, (x) the covenants and warranties agreements of Purchaser set forth Purchasers in this Agreement Section 13.1(c) and the other Transaction Documents covenants and agreements of the Sellers in Section 13.2(d) shall survive the Closing and terminate on the date of the applicable statute of limitations with respect thereto and (xi) the covenants and agreements of the Sellers in Section 13.2(e) and Section 13.2(f) shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to the expiration or termination date of the applicable survival period thereof. Notwithstanding the foregoing, any claim for Damages based on Fraud of a Seller or Purchaser, as applicable, in connection with the making of the representations and warranties contained in this Agreement shall survive until the expiration of the applicable statute of limitation. (b) As a condition to making any claims for indemnification, defense, defense or to be held harmless under this Article 1113, Purchaser Purchasers or Sellers, as applicable, must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of Seller to be performed on or prior to Closing shall terminate and expire on the earlier to occur of (i) the termination date of each respective representation or warranty of Sellers for which Purchaser is entitled to indemnification or reimbursement hereunder, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c). (c) Subject to Section 5.2 and Section 12.11 14.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers no Seller shall not have any liability or be required to indemnify any member of the Purchaser Group (i) under Section 11.3(b13.2(b) with respect to Non-Fundamental Representations (other than the Special Warranties) for Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is delivered by Purchaser Purchasers and for which Sellers admit such Seller admits (or it is otherwise finally determined) that Sellers have such Seller has an obligation to indemnify Purchaser Purchasers pursuant to Section 11.3(b13.2(b) unless and until the amount of such Damages exceeds the Indemnity Individual Threshold (it being agreed that the Indemnity Individual Threshold represents a threshold and not a deductible), (ii) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties13.2(b) for Damages that exceed the Indemnity Individual Threshold for which Claim Notices are delivered by Purchaser Purchasers and for which Sellers such Seller admits (or it is otherwise finally determined) that such Seller has an obligation to indemnify Purchasers pursuant to Section 13.2(b) unless the aggregate amount of all such Damages exceeds one percent (1.0%) of the Unadjusted Purchase Price allocated to such Seller pursuant to Section 2.2 and then only to the extent such Damages exceed one percent (1.0%) of the Unadjusted Purchase Price allocated to such Seller pursuant to Section 2.2 (it being agreed that such amount represents a deductible and not a threshold), (iii) under Section 13.2(b) for aggregate Damages in excess of ten percent (10.0%) of the Unadjusted Purchase Price allocated to such Seller; provided, however, that the foregoing limitations in Section 13.3(c)(i), Section 13.3(c)(ii) and Section 13.3(c)(iii) shall not apply to Damages with respect to any inaccuracy or breach (or deemed inaccuracy or breach) of the Fundamental Representations, the applicable Tax Representations or the Special Warranty of Title, (iv) notwithstanding anything in subsection (iii) of this Section 13.3 to the contrary, under Section 13.2(c) as such inaccuracy or breach of the Special Warranty of Title relates to the Mineral Interests listed on Exhibit A-1 (other than those attributable to the Xxxxx set forth on Exhibit A-2), for aggregate Damages in excess of ten percent (10.0%) of the Unadjusted Purchase Price allocated to such Seller and (v) under this Agreement for aggregate Damages in excess of the Unadjusted Purchase Price. (d) Subject to Section 14.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchasers shall not be required to indemnify (i) any member of the Seller Group under Section 13.1(b) for Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is delivered by a Seller and for which Purchasers admit (or it is otherwise finally determined) that Sellers have any Purchaser has an obligation to indemnify Purchaser the Seller Group pursuant to Section 11.3(b13.1(b) unless and until the amount of such Damages exceeds the Individual Threshold (it being agreed that the Individual Threshold represents a threshold and not a deductible), (ii) under Section 13.1(b) for Damages that exceed the Individual Threshold for which a Claim Notice is delivered by such Seller and for which Purchasers admit (or it is otherwise finally determined) that any Purchaser has an obligation to indemnify the Seller Group pursuant to Section 13.1(b) unless the aggregate amount of all such Damages exceeds two on percent (21.0%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two Damages exceed one percent (21.0%) of the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a threshold), and (iii) under Section 11.3(b13.1(b) for aggregate Damages in excess of ten percent (10%) of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder for aggregate Damages in excess of one hundred percent (10010.0%) of the Unadjusted Purchase Price. Subject ; provided, however, that the foregoing limitation shall not apply to Section 12.11, Damages with respect to any inaccuracy or breach (or deemed inaccuracy or breach) of the liability Fundamental Representations of Purchaser pursuant to Section 11.2 shall be without limitPurchasers or the applicable Tax Representations of Purchasers. (de) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty Except as set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers and Purchaser each acknowledge and agree that (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser Purchasers and Sellers hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, or void this Agreement or any of the transactions contemplated hereby. (f) Notwithstanding anything in this Agreement to the contrary, for purposes of calculating the amount of Damages in respect of (but not for purposes of determining if there has been a breach of any representations and warranties contained in Article 4, Article 5 or Article 6) any breach of such representation or warranty, such calculation shall be made without regard to any limitation or qualification as to materiality, Seller Material Adverse Effect or Purchaser Material Adverse Effect (each of which instead will be read as any adverse effect or change) set forth in such representation or warranty. (i) The representations and warranties of each of the Parties set forth in this Agreement (subject, in all respects, to any exceptions thereto, and the waivers, restrictions or limitations on such representations or warranties contained herein) shall not be affected by any information furnished to, or any investigation or audit conducted before the Closing Date by, any Person in connection with the transactions contemplated hereby; (ii) in order to preserve the benefit of the bargain otherwise represented by this Agreement, each Party shall be entitled to rely upon the representations and warranties of the other Party set forth herein, (subject, in all respects, to any exceptions thereto, and the waivers, restrictions or limitations on such representations or warranties contained herein) notwithstanding any investigation or audit conducted or any knowledge acquired (or capable of being acquired) before the Closing Date; and (iii) the right to indemnification set forth in this Agreement shall not be affected by any investigation or audit conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, before the Closing Date (including, for the avoidance of doubt, as a result of any addition, supplement or amendment pursuant to Section 8.6), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, Sellers (A) that this Section 13.3(g) shall have not extend a survival period beyond the right relevant survival period expressly provided elsewhere in this Agreement, (B) to specific performance the extent that Purchasers waived in writing the failure of the condition to Closing set forth in Section 9.2(a) related to a breach or failure of a representation or warranty in Article 4 or Article 5 and other equitable remedies available at law or equity (including injunctive relief) for the Closing occurs, in no event shall any member of the Purchaser Group be entitled to assert the breach or failure of Purchaser to perform its obligations required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (representation or portion thereof) allocable to Purchaser under Section 9.1 warranty of any member of the Seller Group in this Agreement or any certificate delivered pursuant hereto as a result basis for a claim for indemnification or defense hereunder, to the extent that Purchasers had Knowledge of such breach or failure prior to the Closing Date and the members of the Purchaser Group shall be deemed to have waived any claim for such breaches hereunder related thereto, and (C) to the extent that Sellers waived in writing the failure of the condition to Closing set forth in Section 9.1(a) related to a breach or failure of a representation or warranty in Article 6 and the Closing occurs, in no event shall any member of the Sellers Group be entitled to assert the breach by Seller or failure of any representation or warranty set forth of any member of the Seller Group in Section 3.12 this Agreement or Section 3.13any certificate delivered pursuant hereto as a basis for a claim for indemnification or defense hereunder, except to the extent the amount that Sellers had Knowledge of such Asset Tax (breach or portion thereof) exceeds failure prior to the amount that would Closing Date and the members of the Seller Group shall be deemed to have been due absent waived any claim for such breachbreaches hereunder related thereto.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b13.3(b), Section 13.3(c) and Section 11.4(c13.3(d): (i) (w) the Seller Non-Fundamental Representations of Sellers (other than the Special Warrantiesrepresentations and warranties set forth in Section 5.16, which shall survive until four (4) years Closing and terminate on the date that is 6 months after the Closing Date, and the representations and warranties set forth in Section 5.11, which shall survive Closing until the expiration of the applicable statute of limitations) and the corresponding representations and warranties in the Seller Certificate, (x) the covenants and agreements of Seller and the Drum Entities to be performed in full at or prior to the Closing, (y) the covenants and agreements of Seller in Section 8.22 and (z) the indemnification obligations of Seller under Section 13.2(e) shall survive Closing and terminate on the earlier of (A) the date twelve (12) that is 12 months after the Closing DateDate and (A) the disbursement of the entirety of the Holdback Amount; (iii) the Seller Fundamental Representations and the corresponding representations and warranties in Section 3.4(b) the Seller Certificate shall survive the Closing indefinitely until the expiration of the applicable statute of limitations; (i) the indemnification rights of the Purchaser Group in Section 13.2(c) (other than with respect to Seller Taxes, which shall survive Closing until the expiration of the applicable statute of limitations) and all other Fundamental Representations Section 13.2(d) shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) that is 12 months after the Closing Date; (ivi) the covenants and agreements of Sellers Seller to be performed after Closing (other than Section 8.22) shall survive until the expiration of the applicable statute of limitations; (i) (x) the representations and warranties of Purchaser (other than the Purchaser Fundamental Representations) set forth in this Agreement and the Purchaser Certificate and (y) the covenants and agreements of Purchaser to be performed in full at or prior to the Closing shall survive the Closing and terminate on the date twenty-four (24) that is 12 months after the Closing Date; provided, Date and (i) all of the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive Purchaser to be performed after the Closing and terminate on (including the expiration covenants of the applicable statute of limitations; (vDrum Entities from and after the Closing) the indemnification or reimbursement rights of and the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser Fundamental Representations set forth in this Agreement and the other Transaction Documents Purchaser Certificate shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after until the applicable date statute of their expirationlimitations; provided, however, that in each of the foregoing clauses, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice or Mechanical Integrity Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnification, defense, or to be held harmless under this Article 1113, Purchaser or Seller, as applicable must deliver to Seller or Purchaser, as applicable, a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group under Section 13.2 or the Seller Group under Section 13.1 to indemnification or defense from Seller or Purchaser, as applicable, shall survive Closing and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of Seller to be performed on or prior to Closing shall terminate and expire on the earlier to occur as of (i) the termination date of each respective representation representation, warranty, covenant, or warranty agreement of Sellers Seller or Purchaser, as applicable, for which Purchaser or Seller, as applicable is entitled to indemnification or reimbursement hereunderdefense from Seller or Purchaser, as applicable, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers Seller on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c)hereunder. (c) Subject to Section 5.2 and Section 12.11 14.13 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers except in respect of claims of Fraud, Purchaser Group shall not have be entitled to indemnity or reimbursement from the Holdback Amount or any liability or be required to indemnify Purchaser other recovery from Seller: (i) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) for any and all Damages relating to or arising out of any individual event, matter matter, or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit Seller(s) admits (or it is otherwise finally determined) that Sellers have an obligation Purchaser is entitled to indemnify Purchaser indemnification or defense from Seller pursuant to Section 11.3(b13.2(b) with respect to the Seller Non-Fundamental Representations or Section 13.2(e) (A) unless and until the amount of such Damages exceeds the Indemnity Individual Threshold (it being agreed that the Indemnity Individual Threshold represents a threshold and not a deductible); and (A) for any and all Damages that exceed the Individual Threshold, unless and until the aggregate amount of the sum of (x) all such Damages with respect to all Seller Non-Fundamental Representations and under Section 13.2(e) and (y) any Defect Amounts, collectively, exceeds 2% of Unadjusted Purchase Price (in which case Purchaser shall be entitled to indemnification for all such Damages); and (i) for any and all Damages under this Agreement in excess of the consideration actually received by Seller pursuant to this Agreement (after giving effect to the payment of any obligations under the Credit Documents and/or any Transaction Costs). Notwithstanding anything to the contrary contained elsewhere in this Agreement, other than in respect of any Damages resulting from Fraud, Seller shall not be required to indemnify the Purchaser Group under this Article 13 for any Seller Capped Indemnification Obligations other than through disbursement of the Holdback Amount pursuant to Section 13.6. (d) Subject to Article 12 and Section 14.13, and notwithstanding anything to the contrary contained elsewhere in this Agreement, except in respect of claims of Fraud, Seller shall not be entitled to indemnity from Purchaser: (i) for any and all Damages relating to or arising out of any individual event, matter, or occurrence for which a Claim Notice is delivered by Seller and for Purchaser admits (or it is otherwise finally determined) that Seller is entitled to indemnification or defense from Purchaser pursuant to Section 13.1(b) with respect to the Purchaser Non-Fundamental Representations (A) unless and until the amount of such Damages exceeds the Individual Threshold (it being agreed that the Individual Threshold represents a threshold and not a deductible), and (ii) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special WarrantiesA) for any and all Damages that exceed the Indemnity Threshold for which Claim Notices are delivered by Purchaser Individual Threshold, unless and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless until the aggregate amount of all such Damages with respect to all Purchaser Non-Fundamental Representations exceeds two percent (2%) % of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of the Unadjusted Purchase Price (it being agreed that in which case Seller shall be entitled to indemnification for all such amount represents a deductible and not a thresholdDamages), ; (iii) under Section 11.3(bi) for cumulative aggregate Damages (after giving effect to Section 13.3(d)(i)(A) and Section 13.3(d)(i)(B) to satisfy the Purchaser Capped Indemnification Obligations, in excess of ten percent (an amount equal to 10%) of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder for aggregate Damages in excess of one hundred percent (100%) % of the Unadjusted Purchase Price. Subject ; and (i) for any and all Damages under this Agreement in excess of the consideration actually paid by Purchaser to Section 12.11, the liability of Purchaser Seller pursuant to Section 11.2 shall be without limitthis Agreement. (de) No Each Party or Person is asserting the accuracyacknowledges and agrees that, completeness, or truth of any representation and warranty except as expressly set forth in this Agreement; rather Article 12 and in the Parties have agreed that should any representation or warranty case of any Party prove inaccurateFraud, incomplete or untrueafter Closing, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers and Purchaser each acknowledge and agree that (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (iii) Purchaser and Sellers Seller hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers each Party shall have the non-exclusive right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of Purchaser any Other Party to perform its obligations hereunder required to be performed after Closing. (ef) Sellers Seller shall not be required to indemnify Purchaser for any Post-Effective Time Non-Income Tax or Income Tax attributable to a Post-Closing Date Period under Section 11.3(b13.2(b) for with respect to any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 5.11 (other than the representation or warranty set forth in Section 3.135.11(g) and Section 5.11(h)). (g) For purposes of determining (i) the existence of any inaccuracy, except to the extent misrepresentation, failure or breach of any representation or warranty and (i) the amount of any Damages that are indemnifiable hereunder with respect to such Asset Tax inaccuracies, misrepresentations, failures or breaches, the applicable representations and warranties (except in the case of Section 5.8(a) and Section 6.16(a)) will be read without regard and without giving effect to any materiality, Company Material Adverse Effect, Purchaser Material Adverse Effect or portion thereofsimilar standard or qualification contained therein; provided, that this sentence shall not apply (A) exceeds the amount that would have been due absent such breach.with respect to any materiality

Survival; Limitation on Actions. (a) Subject to Section 11.4(b12.3(b) and Section 11.4(c12.3(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) Seller shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations of Seller shall survive Closing indefinitely; provided, the Fundamental Representations of Seller set forth in Section 3.4(b4.9 (including the corresponding representations and warranties given in the Seller Certificate) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitationlimitations; (iii) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after as of the Closing Date; (iv) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed after Closing shall survive the Closing and terminate on the later to occur of (A) the date twenty-four twelve (2412) months after the Closing DateDate and (B) the date such covenant expires pursuant to its terms or is otherwise fully performed; provided, the all covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 with respect to Taxes under Article 10 shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 12.2(a)(i), Section 12.2(a)(ii) and Section 12.2(b)(i) shall survive the Closing and terminate on as of the termination date of each respective representation, warranty, covenant, or agreement of Sellers Seller that is subject to indemnification thereunder; (vi) the covenants, representations, indemnification rights of the Purchaser Group in Section 12.2(b)(ii) and warranties Section 12.2(b)(iii) shall survive Closing and terminate thirty (30) days after the expiration of the applicable statute of limitations; (vii) the Fundamental Representations of Purchaser set forth in this Agreement and the other Transaction Documents shall survive Closing indefinitely;(viii) the Non-Fundamental Representations of Purchaser shall survive Closing indefinitely, and terminate on the date thirty (30) days after the expiration of the applicable statute of limitations; and (viiix) the representations, warranties, covenants, covenants and agreements of Sellers Seller and Purchaser set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers neither Seller nor Purchaser shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnification, defense, or to be held harmless under this Article 1112, Purchaser or Seller, as applicable, must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group under Section 12.2 or the Seller Group under Section 12.1, as applicable, to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of or defense from Seller to be performed on or prior to Closing Purchaser, as applicable, shall terminate and expire on the earlier to occur as of (i) the termination date of each respective representation representation, warranty, covenant, or warranty agreement of Sellers Seller or Purchaser, as applicable, for which Purchaser the other Party is entitled to indemnification or reimbursement hereunderdefense from such Party, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers Seller or Purchaser, as applicable, on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c)hereunder. (c) Subject to this Section 5.2 12.3(c) and Section 12.11 and 13.11, notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers Purchaser shall not have any liability be entitled to indemnity or be required to indemnify Purchaser reimbursement: (i) under Section 11.3(b12.2(a)(ii) with respect to Non-Fundamental Representations (other than the Special Warrantiesand Section 12.2(b)(i) for any and all Damages -60- relating to or arising out of any individual event, matter matter, or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit Seller admits (or it is otherwise finally determined) that Sellers have an obligation Purchaser is entitled to indemnify Purchaser indemnification or defense from Seller pursuant to Section 11.3(b12.2(a)(ii) or Section 12.2(b)(i) with respect to the Non-Fundamental Representations of Seller unless and until the total amount of such Damages that Seller would otherwise be responsible for hereunder exceeds the Indemnity Individual Threshold (it being agreed that the Indemnity Individual Threshold represents a threshold and not a deductible), ; (ii) under Section 11.3(b12.2(a)(ii) and Section 12.2(b)(i) with respect to the Non-Fundamental Representations (other than the Special Warranties) of Seller for any and all Damages that Seller would otherwise be responsible for hereunder that exceed the Indemnity Individual Threshold and for which Claim Notices are delivered by Purchaser and for which Sellers admit Seller admits (or it is otherwise finally determined) that Sellers have an obligation Purchaser is entitled to indemnify Purchaser indemnification or defense from Seller pursuant to Section 11.3(b12.2(a)(ii) and Section 12.2(b)(i) with respect to the Non-Fundamental Representations of Seller unless the aggregate amount of all such Damages exceeds two percent the Indemnity Deductible (2%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of Damages exceed the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a thresholdIndemnity Deductible), ; (iii) under Section 11.3(b12.2(a) or Section 12.2(b) for any and all Damages that Seller would otherwise be responsible for hereunder with respect to the Non-Fundamental Representations of Seller, for such aggregate Damages (after giving effect to Section 12.3(c)(i) and Section 12.3(c)(ii)) in excess of ten percent (10%) of the Unadjusted Adjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and Price; (iv) subject to Section 12.3(c)(iii), for any and all Damages under this Agreement or any in excess of the agreementsAdjusted Purchase Price. Given that the Parties have agreed upon a threshold (as provided above) in an amount equal the Indemnity Deductible as a means of applying a materiality standard to Purchaser’s indemnification claims, instrumentspursuant to Section 12.2(a)(ii) and Section 12.2(b)(i) for purposes of this Article 12, the calculation of any Damages (but not the determination of any inaccuracy or documents delivered breach) associated with or incurred by any Purchaser Group in connection with the transactions inaccuracy in or breach of any representation or warranty of Seller set forth herein or in the Transaction Documents and shall be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty; and (v) under this Article 12 or any other provision of this Agreement (other than as expressly contemplated hereunder in Section 2.4(i)) for aggregate any and all Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser pursuant with respect to Section 11.2 shall be without limitthe Released Claims. (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers Seller and Purchaser each acknowledge and agree that that, except as expressly set forth in Article 11, (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser and Sellers Seller hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers each Party shall have the non-exclusive right to specific performance and other equitable remedies available at law Law or equity (including injunctive relief) for the breach or failure of Purchaser the other Party to perform its obligations hereunder required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b12.3(b) and Section 11.4(c12.3(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) Seller shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations of Seller shall survive Closing indefinitely; provided, the Fundamental Representations of Seller set forth in Section 3.4(b4.9 (including the corresponding representations and warranties given in the Seller Certificate) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitationlimitations; (iii) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after as of the Closing Date; (iv) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed after Closing shall survive the Closing and terminate on the later to occur of (A) the date twenty-four twelve (2412) months after the Closing DateDate and (B) the date such covenant expires pursuant to its terms or is otherwise fully performed; provided, the all covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 with respect to Taxes under Article 10 shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 12.2(a)(i), Section 12.2(a)(ii) and Section 12.2(b)(i) shall survive the Closing and -55- terminate on as of the termination date of each respective representation, warranty, covenant, covenant or agreement of Sellers Seller that is subject to indemnification thereunder; (vi) the covenants, representations, indemnification rights of the Purchaser Group in Section 12.2(b)(ii) and warranties Section 12.2(b)(iii) shall survive Closing and terminate thirty (30) days after the expiration of the applicable statute of limitations; (vii) the Fundamental Representations of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, ; (viii) the Non-Fundamental Representations of Purchaser shall survive Closing and terminate on the date thirty (30) days after the expiration of the applicable statute of limitations; and (viiix) the representations, warranties, covenants, covenants and agreements of Sellers Seller and Purchaser set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers neither Seller nor Purchaser shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnification, defense, defense or to be held harmless under this Article 1112, Purchaser or Seller, as applicable, must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group under Section 12.2 or the Seller Group under Section 12.1, as applicable, to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of or defense from Seller to be performed on or prior to Closing Purchaser, as applicable, shall terminate and expire on the earlier to occur as of (i) the termination date of each respective representation representation, warranty, covenant or warranty agreement of Sellers Seller or Purchaser, as applicable, for which Purchaser the other Party is entitled to indemnification or reimbursement hereunderdefense from such Party, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers Seller or Purchaser, as applicable, on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c)hereunder. (c) Subject to this Section 5.2 12.3(c) and Section 12.11 and 13.11, notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers Purchaser shall not have any liability be entitled to indemnity or be required to indemnify Purchaser reimbursement: (i) under Section 11.3(b12.2(a)(ii) with respect to Non-Fundamental Representations (other than the Special Warrantiesand Section 12.2(b)(i) for any and all Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit Seller admits (or it is otherwise finally determined) that Sellers have an obligation Purchaser is entitled to indemnify Purchaser indemnification or defense from Seller pursuant to Section 11.3(b12.2(a)(ii) or Section 12.2(b)(i) with respect to the Non-Fundamental Representations of Seller unless and until the total amount of such Damages that Seller would otherwise be responsible for hereunder exceeds the Indemnity Individual Threshold (it being agreed that the Indemnity Individual Threshold represents a threshold and not a deductible), ; (ii) under Section 11.3(b12.2(a)(ii) and Section 12.2(b)(i) with respect to the Non-Fundamental Representations (other than the Special Warranties) of Seller for any and all Damages that Seller would otherwise be responsible for hereunder that exceed the Indemnity Individual Threshold and for which Claim Notices are delivered by Purchaser and for which Sellers admit Seller admits (or it is otherwise finally determined) that Sellers have an obligation Purchaser is entitled to indemnify Purchaser indemnification or defense from Seller pursuant to Section 11.3(b12.2(a)(ii) and Section 12.2(b)(i) with respect to the Non-Fundamental Representations of Seller unless the aggregate amount of all such Damages exceeds two percent the Indemnity Deductible (2%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of Damages exceed the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a thresholdIndemnity Deductible), ; (iii) under Section 11.3(b12.2(a) or Section 12.2(b) for any and all Damages that Seller would otherwise be responsible for hereunder with respect to the Non-Fundamental Representations of Seller, for such aggregate Damages (after giving effect to Section 12.3(b)(i) and Section 12.3(b)(ii)) in excess of ten percent (10%) of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and Price; (iv) subject to Section 12.3(b)(iii), for any and all Damages under this Agreement or any in excess of the agreementsPurchase Price. Given that the Parties have agreed upon a threshold (as provided above) in an -56- amount equal the Indemnity Deductible as a means of applying a materiality standard to Purchaser’s indemnification claims, instrumentspursuant to Section 12.2(a)(ii) and Section 12.2(b)(i) for purposes of this Article 12, the calculation of any Damages (but not the determination of any inaccuracy or documents delivered breach) associated with or incurred by any Purchaser Group in connection with the transactions contemplated hereunder inaccuracy in or breach of any representation or warranty of Seller set forth herein or in the Transaction Documents and shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty; and (v) under this Article 12 or any other provision of this Agreement for aggregate any and all Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser pursuant with respect to Section 11.2 shall be without limitthe Released Claims. (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers Seller and Purchaser each acknowledge and agree that that, except as expressly set forth in Article 11, (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser and Sellers Seller hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, revoke or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers each Party shall have the non-exclusive right to specific performance and other equitable remedies available at law Law or equity (including injunctive relief) for the breach or failure of Purchaser the other Party to perform its obligations hereunder required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b), Section 11.4(c) and Section 11.4(c11.4(d): (i) the Non-Fundamental Representations of and the corresponding representations and warranties given in the certificates delivered by Sellers (other than the Special Warranties, which shall survive until four (4) years after the at Closing Datepursuant to Section 8.2(e) shall survive the Closing and terminate on the date of the expiration of the applicable statute of limitations period; (ii) the representations and warranties of each Seller in Section 4.5 through Section 4.17 and the corresponding representations and warranties given in the certificates delivered by Sellers at Closing pursuant to Section 8.2(e) shall each survive the Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing each Seller set forth in Section 6.3 shall each survive the Closing and terminate on the date six nine (69) months after the Closing Date; (iv) the covenants and agreements of each Seller to be performed on or prior to Closing (other than the covenants set forth in Section 6.3 and Section 6.4) shall each survive the Closing and terminate on the date twelve (12) months after the Closing Date; (v) the covenants and agreements of the Sellers hereunder to be performed after the Closing (including all covenants set forth in ARTICLE 9), as applicable, and set forth in Section 6.4 shall, in each case, survive the Closing indefinitely except as may otherwise be expressly provided herein; (vi) the representations and warranties of Purchaser in Section 5.1 through Section 5.4 and the corresponding representations and warranties given in the certificates delivered by Purchaser at Closing pursuant to Section 8.3(d) shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitationslimitations period; (vvii) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, representations and warranties of Purchaser set forth in this Agreement Section 5.5 through Section 5.11 and the other Transaction Documents corresponding representations and warranties given in the certificates delivered by Purchaser at Closing pursuant to Section 8.3(d) shall survive the Closing indefinitely, ; and (viiviii) all covenants and agreements of the representationsPurchaser shall survive the Closing indefinitely except as may otherwise be expressly provided herein. Representations, warranties, covenants, covenants and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, effect after the applicable date of their expiration; provided, however, provided that there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnificationThe covenants in Section 11.2(a)(i), defenseSection 11.2(a)(ii), or to be held harmless under this Article 11, Purchaser must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if anySection 11.2(b)(i) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group to indemnification and reimbursement under Section 11.3(b11.2(b)(ii) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of Seller to be performed on or prior to Closing shall terminate and expire on the earlier to occur as of (i) the termination date of each respective representation representation, warranty, covenant or warranty of Sellers for which Purchaser agreement that is entitled subject to indemnification or reimbursement hereunderindemnification, except in each case as to matters for which a specific written Claim Notice claim for indemnity has been validly delivered to Sellers the Indemnifying Person on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth date. The covenant in Section 11.4(c)11.2(a)(iii) shall survive indefinitely. All rights of each member of the Purchaser Group to indemnification under The covenant in Section 11.3(b11.2(b)(iii): (i) with respect to Fundamental Representations not contained the Retained Liabilities described in Section 3.4(b11.1(b) or Section 3.19 and Section 11.3(a11.1(f) shall expire and terminate on the date eighteen (18) months after the Closing Date; (ii) with respect to the Retained Liabilities described in Section 11.1(a) and Section 11.1(i) shall expire and terminate on the date twenty four (24) months after the Closing Date and (iii) with respect to the Retained Liabilities described in Section 11.1(d) and Section 11.1(e) shall expire and terminate on the date thirty (30) days after the expiration of the applicable statute of limitation period; (iv) with respect to the Retained Liabilities described in Section 11.1(c), Section 11.1(g) and Section 11.1(h) shall not terminate and survive indefinitely. (c) No Seller shall have any liability for any indemnification under (i) Section 11.2(b)(i) with respect to the covenants and agreements of Sellers each Seller to be performed after the on or prior to Closing Date shall survive the Closing and terminate on the earlier to occur of or (Aii) (wSection 11.2(b)(ii) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations any representations and (y) with respect to the covenants and agreements warranties of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c). (c) Subject to Section 5.2 and Section 12.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers shall not have any liability or be required to indemnify Purchaser (i) under Section 11.3(b) with respect to Non-Fundamental Representations (other than 4.5 through Section 4.17 and the Special Warranties) Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is corresponding representations and warranties given in the certificates delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser at Closing pursuant to Section 11.3(b8.2(e) unless and until the aggregate amount of such the liability for Purchaser’s Damages exceeds the Indemnity Threshold (it being agreed that the Indemnity Threshold represents a threshold and not a deductible), (ii) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) for Damages that exceed the Indemnity Threshold for which Claim Notices therefore are validly delivered by Purchaser and for which Sellers admit exceeds the remainder of (or it is otherwise finally determinedA) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless the aggregate amount of all such Damages exceeds two percent (2%) of the Unadjusted Purchaser Price minus (B) the aggregate of all Defect Amounts, if any, attributable to Defects for which the Unadjusted Purchase Price was not adjusted as a result of the application of the Defect Deductible (such remainder, the “Indemnity Deductible”); and then then, the aggregate of Sellers’ liabilities for such indemnification shall apply only to the extent the aggregate amount of such liability Damages exceeds two percent (2%the Indemnity Deductible; provided, however, this Section 11.4(c) shall not limit Purchaser’s indemnification rights, and Sellers obligations, with respect to any breach of the Unadjusted Purchase Price covenants set forth in Section 6.3 (it being agreed that but subject to the limitations set forth in Section 6.3(c)) or Section 6.4 nor shall Damages for any breach of any such amount represents covenants count toward such deductible described in this sentence. (d) Sellers shall not, individually or in the aggregate, be required to indemnify Purchaser or any other Person under (i) Section 11.2(b)(i) with respect to any breaches of covenants and agreements of each Seller to be performed on or prior to Closing (other than indemnification for a deductible breach of those covenants contained in Section 6.3 or Section 6.4, or (ii) Section 11.2(b)(ii) with respect to any representations and not a threshold), (iii) warranties of Sellers under Section 11.3(b4.5 through Section 4.17 and the corresponding representations and warranties given in the certificates delivered by Sellers at Closing pursuant to Section 8.2(e) for aggregate Damages in excess of ten the sum equal to twenty percent (1020%) of the Unadjusted Purchase Price relating Price. Sellers shall not, individually or in the aggregate, be required to breaches indemnify Purchaser or any other Person under the terms of Non-Fundamental Representations (other than the Special Warranties) and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder for aggregate Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11; provided, however, the liability indemnity obligations of Sellers under (A) Section 11.2(b)(i) with respect to any breach by any Seller of the covenants set forth in Section 6.4 and (B) Section 11.2(b)(iii) with respect to the Retained Liabilities under Section 11.1(a), Section 11.1(b), Section 11.1(c), Section 11.1(d), Section 11.1(e), Section 11.1(f), Section 11.1(g), Section 11.1(h) or Section 11.1(i), shall, in each case be without limit. The indemnity obligations of Purchaser pursuant to Section 11.2 hereunder shall be without limit. (de) No Party The amount of any Damages for which Purchaser or any Purchaser Indemnified Person is asserting entitled to indemnity under this ARTICLE 11 shall be reduced by the accuracy, completeness, amount of Third Party proceeds actually realized by Purchaser or truth the Purchaser Indemnified Person under any Assigned Claims with respect to such Damages (net of any representation collection costs, and warranty set forth in this Agreement; rather excluding the Parties have agreed that should any representation or warranty proceeds of any Party prove inaccurate, incomplete insurance policy issued or untrue, underwritten by the other Party Indemnified Person). Purchaser shall have the specific rights use commercially reasonable efforts to pursue and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted prosecute all Assigned Claims with respect to any Party as a result of Damages for which Purchaser or any Purchaser Indemnified Person is entitled to indemnity from Sellers under this Article 11 to the failure, breach, inaccuracy, incompleteness extent Purchaser would reasonably be expected to realize or untruth of any recover such representation and warranty. Damages under such Assigned Claims. (f) Sellers and Purchaser each acknowledge and agree that (i) that, following the Closing, the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Agreement. As the payment of money shall be adequate compensation, following the Closing, Purchaser and Sellers hereby Seller waive any and all rights right to rescind, reform, cancel, terminate, revoke, or void rescind this Agreement or any of the transactions contemplated hereby; provided, however, Sellers shall have the right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of Purchaser to perform its obligations required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b12.3(b) and Section 11.4(c12.3(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) Seller shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations of Seller shall survive Closing indefinitely; provided, the Fundamental Representations of Seller set forth in Section 3.4(b4.9 (including the corresponding representations and warranties given in the Seller Certificate) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitationlimitations; (iii) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after as of the Closing Date; (iv) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed after Closing shall survive the Closing and terminate on the later to occur of (A) the date twenty-four twelve (2412) months after the Closing DateDate and (B) the date such covenant expires pursuant to its terms or is otherwise fully performed; provided, the all covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 with respect to Taxes under Article 10 shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 12.2(a)(i), Section 12.2(a)(ii) and Section 12.2(b)(i) shall survive the Closing and terminate on as of the termination date of each respective representation, warranty, covenant, or agreement of Sellers Seller that is subject to indemnification thereunder; (vi) the covenants, representations, indemnification rights of the Purchaser Group in Section 12.2(b)(ii) and warranties Section 12.2(b)(iii) shall survive Closing and terminate thirty (30) days after the expiration of the applicable statute of limitations; (vii) the Fundamental Representations of Purchaser set forth in this Agreement and the other Transaction Documents shall survive Closing indefinitely;(viii) the Non-Fundamental Representations of Purchaser shall survive Closing indefinitely, and terminate on the date thirty (30) days after the expiration of the applicable statute of limitations; and (viiix) the representations, warranties, covenants, covenants and agreements of Sellers Seller and Purchaser set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers neither Seller nor Purchaser shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnification, defense, or to be held harmless under this Article 1112, Purchaser or Seller, as applicable, must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group under Section 12.2 or the Seller Group under Section 12.1, as applicable, to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of or defense from Seller to be performed on or prior to Closing Purchaser, as applicable, shall terminate and expire on the earlier to occur as of (i) the termination date of each respective representation representation, warranty, covenant, or warranty agreement of Sellers Seller or Purchaser, as applicable, for which Purchaser the other Party is entitled to indemnification or reimbursement hereunderdefense from such Party, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers Seller or Purchaser, as applicable, on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c)hereunder. (c) Subject to this Section 5.2 12.3(c) and Section 12.11 and 13.11, notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers Purchaser shall not have any liability be entitled to indemnity or be required to indemnify Purchaser reimbursement: (i) under Section 11.3(b12.2(a)(ii) with respect to Non-Fundamental Representations (other than the Special Warrantiesand Section 12.2(b)(i) for any and all Damages relating to or arising out of any individual event, matter matter, or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit Seller admits (or it is otherwise finally determined) that Sellers have an obligation Purchaser is entitled to indemnify Purchaser indemnification or defense from Seller pursuant to Section 11.3(b12.2(a)(ii) or Section 12.2(b)(i) with respect to the Non-Fundamental Representations of Seller unless and until the total amount of such Damages that Seller would otherwise be responsible for hereunder exceeds the Indemnity Individual Threshold (it being agreed that the Indemnity Individual Threshold represents a threshold and not a deductible), ; (ii) under Section 11.3(b12.2(a)(ii) and Section 12.2(b)(i) with respect to the Non-Fundamental Representations (other than the Special Warranties) of Seller for any and all Damages that Seller would otherwise be responsible for hereunder that exceed the Indemnity Individual Threshold and for which Claim Notices are delivered by Purchaser and for which Sellers admit Seller admits (or it is otherwise finally determined) that Sellers have an obligation Purchaser is entitled to indemnify Purchaser indemnification or defense from Seller pursuant to Section 11.3(b12.2(a)(ii) and Section 12.2(b)(i) with respect to the Non-Fundamental Representations of Seller unless the aggregate amount of all such Damages exceeds two percent the Indemnity Deductible (2%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of Damages exceed the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a thresholdIndemnity Deductible), ; (iii) under Section 11.3(b12.2(a) or Section 12.2(b) for any and all Damages that Seller would otherwise be responsible for hereunder with respect to the Non-Fundamental Representations of Seller, for such aggregate Damages (after giving effect to Section 12.3(c)(i) and Section 12.3(c)(ii)) in excess of ten percent (10%) of the Unadjusted Adjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and Price; (iv) subject to Section 12.3(c)(iii), for any and all Damages under this Agreement or any in excess of the agreementsAdjusted Purchase Price. Given that the Parties have agreed upon a threshold (as provided above) in an amount equal the Indemnity Deductible as a means of applying a materiality standard to Purchaser’s indemnification claims, instrumentspursuant to Section 12.2(a)(ii) and Section 12.2(b)(i) for purposes of this Article 12, the calculation of any Damages (but not the determination of any inaccuracy or documents delivered breach) associated with or incurred by any Purchaser Group in connection with the transactions inaccuracy in or breach of any representation or warranty of Seller set forth herein or in the Transaction Documents and shall be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty; and (v) under this Article 12 or any other provision of this Agreement (other than as expressly contemplated hereunder in Section 2.4(i)) for aggregate any and all Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser pursuant with respect to Section 11.2 shall be without limitthe Released Claims. (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers Seller and Purchaser each acknowledge and agree that that, except as expressly set forth in Article 11, (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser and Sellers Seller hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers each Party shall have the non-exclusive right to specific performance and other equitable remedies available at law Law or equity (including injunctive relief) for the breach or failure of Purchaser the other Party to perform its obligations hereunder required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b12.4(b) and Section 11.4(c12.4(c): (i) the Non-Fundamental Seller Representations of Sellers (other than the Special Warranties, which than the representations and warranties of Seller in Section 4.7) shall survive until four Closing and terminate on the earlier to occur of (4A) years date twelve (12) months after the Closing DateDate or (B) the disbursement of the entirety of the Holdback Shares; (ii) the representations and warranties of Seller in Section 4.7 shall survive Closing and terminate thirty (30) days following the expiration of the applicable statute of limitations; (iii) the Seller Fundamental Representations shall survive the Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iiiiv) the covenants and agreements of Sellers Seller to be performed on or prior to Closing shall each survive the Closing and terminate on the date six twelve (612) months after the Closing Date; (ivv) the covenants and agreements of Sellers Seller to be performed after Closing (excluding the covenants under Section 12.3) shall survive the Closing and terminate on the later to occur of (A) the date twenty-four twelve (2412) months after the Closing Date; provided, Date and (B) the date such covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitationsare fully performed; (vvi) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 12.3(a) and Section 12.3(b) shall survive the Closing and terminate on the termination date of each respective representation, warranty or covenant of Seller that is subject to indemnification thereunder; (vii) the covenants and agreements of Seller set forth in Section 12.3(c) shall survive the Closing and terminate on the date twelve (12) months after the Closing Date; (viii) all of the representations and warranties of Purchaser Parties shall survive Closing and terminate on the date that is twelve (12) months after the Closing Date; (ix) the covenants and agreements of the Purchaser Parties set forth in this Agreement (excluding the covenants under Section 12.2) shall survive the Closing and terminate on the date twelve (12) months after the Closing Date (unless any covenant sets forth an express date (if any) such covenant is required to be fully performed, in which case such covenant and corresponding obligations under Section 12.2(a) shall terminate upon expiration of such date); (x) the indemnification rights of Seller in Section 12.2(a) and Section 12.2(b) shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement covenant of Sellers the Purchaser Parties that is subject to indemnification thereunder; (vixi) the covenants, representations, covenants and warranties agreements of the Purchaser Parties set forth in this Agreement and the other Transaction Documents Section 12.2(c) shall survive the Closing indefinitely, ; and (viixii) the representations, warranties, covenants, and agreements of Sellers each Party set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers such Party shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. Notwithstanding the foregoing, any claim for Damages based on the actual and intentional fraud of Seller or a Purchaser Party, as applicable, in connection with the making of the representations and warranties contained in this Agreement shall survive indefinitely. (b) As a condition to making any claims for reimbursement from the Holdback (if applicable) or for indemnification, defense, or to be held harmless under this Article 1112, Purchaser a Party must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof of the underlying representation, warranty, or covenant on which such claim is based or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of Seller to be performed on or prior to Closing shall terminate and expire on the earlier to occur of (i) the termination date of each respective representation or warranty of Sellers for which Purchaser is entitled to indemnification or reimbursement hereunder, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers to be performed after the Closing Date shall survive the Closing and terminate on the earlier to occur of (A) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four (24) months after the Closing Date (B) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts set forth in Section 11.4(c). (c) Subject to Section 5.2 and Section 12.11 13.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers no Purchaser Party shall not have any liability be entitled to indemnity or be required to indemnify Purchaser reimbursement: (i) under this Article 12 (other than under Section 11.3(b12.3(b) in respect of Seller Fundamental Representations, under Section 12.3(c) with respect to Non-Fundamental Representations clause (other than h) of “Retained Liabilities” or the Special Warrantiesspecial warranty of Defensible Title provided by Seller in the Conveyances) for Damages relating to or arising out of any individual event, matter matter, or occurrence for which a Claim Notice is delivered by such Purchaser Party and for which Sellers admit Seller admits (or it is otherwise finally determined) that Sellers have an obligation such Purchaser Party is entitled to indemnify Purchaser indemnity from Seller or reimbursement from the balance of the Holdback Shares (as applicable) pursuant to Section 11.3(b) 12.3 unless and until the amount of such Damages exceeds the Individual Indemnity Threshold (it being agreed that the Individual Indemnity Threshold represents a threshold and not a deductible), ): (ii) under Section 11.3(b12.3(a) with respect to Non-Fundamental Representations or Section 12.3(b) (other than under Section 12.3(b) in respect of Seller Fundamental Representations or the Special Warrantiesspecial warranty of Defensible Title provided by Seller in the Conveyances) for any and all Damages that exceed the Individual Indemnity Threshold and for which Claim Notices are delivered by such Purchaser Party and for which Sellers admit Seller admits (or it is otherwise finally determined) that Sellers have an obligation such Purchaser Party is entitled to indemnify Purchaser indemnity and reimbursement from the balance of the Holdback Shares or from Seller pursuant to Section 11.3(b) 12.3 unless the aggregate amount of all such Damages exceeds two three percent (23%) of the Unadjusted Purchase Price (and then only to the extent such liability exceeds two Damages exceed three percent (23%) of the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a thresholdPrice), ; (iii) under Section 11.3(b12.3(b) with respect to any Non-Fundamental Seller Representations (other than the than the representations and warranties of Seller in Section 4.7) for aggregate Damages in excess of ten percent the existing balance of Holdback Shares (10%if any) held in escrow hereunder at the time of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) determination; and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder other Transaction Document for aggregate Damages in excess of one hundred twenty percent (10020%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser pursuant to Section 11.2 shall be without limit. Price (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result inclusive of the failureHoldback Shares, breachif any, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers and Purchaser each acknowledge and agree that (i) the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant, or agreement contained herein or for any other claim arising in connection with or with respect disbursed to the transactions contemplated by this Agreement and (ii) Purchaser and Sellers hereby waive any and all rights to rescind, reform, cancel, terminate, revoke, or void this Agreement or any of the transactions contemplated herebyGroup); provided, however, Sellers shall have that none of the right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of Purchaser to perform its obligations required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty limitations set forth in this Section 3.12 12.4(b) shall apply to any claim for Damages based on the actual and intentional fraud of Seller in connection with the making of the representations and warranties contained in this Agreement or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breachin any Transaction Document.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b10.3(b) (but without limiting any rights of Buyer under the R&W Insurance Policy) and except with respect to any matters referred to the Title Arbitrator, the Environmental Arbitrator, or the Accounting Firm and as otherwise set forth in Section 11.4(c): 2.7, as between the Parties: (i) all representations and warranties of Seller set forth herein and in the Non-Fundamental Representations of Sellers Related Agreements (other than including the Special Warranties, which shall survive until four (4) years after the corresponding representations and warranties given in Seller’s Closing DateCertificate) shall survive Closing terminate and terminate on the date twelve (12) months after the Closing Dateexpire at Closing; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing shall each survive the Closing Seller and terminate on the date six (6) months after the Closing Date; (iv) the covenants and agreements of Sellers to be performed after Closing shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. (b) As a condition to making any claims for indemnification, defense, or to be held harmless under this Article 11, Purchaser must deliver a valid Claim Notice pursuant to this Agreement prior to the expiration or termination date of the applicable survival period (if any) thereof or the date otherwise required to be delivered hereunder. All rights of each member of the Purchaser Group to indemnification and reimbursement under Section 11.3(b) with respect to Non-Fundamental Representations and under Section 11.3(a) with respect to the covenants and agreements of Seller Company to be performed on or prior to Closing shall terminate and expire on the earlier to occur of at Closing; (iiii) the termination date of each respective representation or warranty of Sellers for which Purchaser is entitled to indemnification or reimbursement hereunder, except in each case as to matters for which a specific written Claim Notice has been validly delivered to Sellers on or before the earlier of such termination date or the date otherwise required to be delivered hereunder or (ii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amount set forth in Section 11.4(c). All rights of each member of the Purchaser Group to indemnification under Section 11.3(b) with respect to Fundamental Representations not contained in Section 3.4(b) or Section 3.19 and Section 11.3(a) with respect to the covenants and agreements of Sellers Seller to be performed after Closing shall survive Closing and terminate when fully performed; (iv) the representations, and warranties of Buyer set forth in this Agreement and the Related Agreements (including the corresponding representations and warranties given in Buyer’s Closing Date Certificate) shall survive the Closing and terminate on the earlier to occur of indefinitely; (Av) (w) with respect to Section 3.19, four (4) years after the Closing Date, (x) with respect to the other Fundamental Representations, the expiration of the applicable statute of limitations and (y) with respect to the covenants and agreements of Sellers Buyer to be performed on or prior to Closing shall terminate and expire at Closing; (vi) the covenants and agreements of Buyer to be performed after Closing, other than those contained in Section 2.6, Section 6.3, Section 9.1, twenty-four Closing shall survive Closing and terminate when fully performed; and (24) months after the Closing Date (Bvii) the date the Purchaser Group has received indemnification and/or reimbursement from Sellers in an aggregate amount equal to the amounts indemnities set forth in Section 11.4(c)10.1(c) shall survive the Closing indefinitely. (cb) Subject to Section 5.2 Seller and Section 12.11 and notwithstanding anything to the contrary contained elsewhere in this Agreement, Sellers shall not have any liability or be required to indemnify Purchaser (i) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) Damages relating to or arising out of any individual event, matter or occurrence for which a Claim Notice is delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless and until the amount of such Damages exceeds the Indemnity Threshold (it being agreed that the Indemnity Threshold represents a threshold and not a deductible), (ii) under Section 11.3(b) with respect to Non-Fundamental Representations (other than the Special Warranties) for Damages that exceed the Indemnity Threshold for which Claim Notices are delivered by Purchaser and for which Sellers admit (or it is otherwise finally determined) that Sellers have an obligation to indemnify Purchaser pursuant to Section 11.3(b) unless the aggregate amount of all such Damages exceeds two percent (2%) of the Unadjusted Purchase Price and then only to the extent such liability exceeds two percent (2%) of the Unadjusted Purchase Price (it being agreed that such amount represents a deductible and not a threshold), (iii) under Section 11.3(b) for aggregate Damages in excess of ten percent (10%) of the Unadjusted Purchase Price relating to breaches of Non-Fundamental Representations (other than the Special Warranties) and (iv) under this Agreement or any of the agreements, instruments, or documents delivered in connection with the transactions contemplated hereunder for aggregate Damages in excess of one hundred percent (100%) of the Unadjusted Purchase Price. Subject to Section 12.11, the liability of Purchaser pursuant to Section 11.2 shall be without limit. (d) No Party or Person is asserting the accuracy, completeness, or truth of any representation and warranty set forth in this Agreement; rather the Parties have agreed that should any representation or warranty of any Party prove inaccurate, incomplete or untrue, the other Party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort or otherwise) are permitted to any Party as a result of the failure, breach, inaccuracy, incompleteness or untruth of any such representation and warranty. Sellers and Purchaser Buyer each acknowledge and agree that except as expressly set forth in Article 13 and this Article 10, (i) absent Losses resulting from Fraud, the payment of money, as limited by the terms of this AgreementAgreement and the rights to the proceeds of the R&W Insurance Policy, shall be adequate compensation for breach of any representation, warranty, covenant, covenant or agreement contained herein or for any other claim arising in connection with or with respect to the transactions contemplated by this Agreement and (ii) Purchaser Xxxxx and Sellers Seller hereby irrevocably waive any and all rights to rescind, reform, cancel, terminate, revoke, revoke or void this Agreement or any of the transactions contemplated hereby; provided, however, Sellers each Party shall have the non-exclusive right to specific performance and other equitable remedies available at law Law or equity (including injunctive relief) for the breach or failure of Purchaser the other Party to perform its obligations hereunder required to be performed after Closing. (e) Sellers shall not be required to indemnify Purchaser under Section 11.3(b) for any Asset Tax (or portion thereof) allocable to Purchaser under Section 9.1 as a result of a breach by Seller of any representation or warranty set forth in Section 3.12 or Section 3.13, except to the extent the amount of such Asset Tax (or portion thereof) exceeds the amount that would have been due absent such breach.