Common use of Survival of Indemnification Rights Clause in Contracts

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, Company, Parent, LuxCo and BHN shall survive until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following the Closing, in the case of all other representations and warranties of Sellers and Parent, LuxCo and BHN hereunder.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 (Corporate Existence and Power), Section 3.3 3.4 of Exhibit 3 (Authorization), Section 3.4 3.5 of Exhibit 3 (Governmental Authorization), Section 3.10 3.11 of Exhibit 3 (Properties; Title to Company’s the Companies’ Assets), Section 3.15 3.16 of Exhibit 3 (Compliance with Laws), 3.19 3.20 of Exhibit 3 (Employees) Section 3.20 3.21 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 3.22 of Exhibit 3 (Real Property), Section 3.22 3.23 of Exhibit 3 (Tax Matters), Section 3.23 3.24 of Exhibit 3 (Environmental Laws), Section 3.24 3.25 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 4.6 of Exhibit 4 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, Company, Seller and Parent, LuxCo and BHN shall survive until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following the Closing, in the case of all other representations and warranties of Sellers Seller and Parent, LuxCo and BHN hereunder.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 (Corporate Existence and Power), Section 3.3 of Exhibit 3 3.2 (Authorization), Section 3.4 of Exhibit 3 3.3. (Governmental Authorization), Section 3.5 (Capitalization), 3.6 (Memorandum and Articles of Association), 3.7 (Corporate Records), 3.10 of Exhibit 3 (Subsidiaries), 3.15 (Properties; Title to Company’s the Company and its Subsidiaries’ Assets), Section 3.15 of Exhibit 3 3.17(b)(xi) (Warranties under Contracts), 3.20 (Compliance with Laws), 3.19 of Exhibit 3 3.26 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and CompensationEmployment Matters), Section 3.21 of Exhibit 3 3.28 (Real PropertyBenefit Plans), Section 3.22 of Exhibit 3 3.31 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 3.33 (Finder’s Fees), 3.41 (Warranty Claims), Section 3.43 (Nantong Acquisition), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 4.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Stockholders and BHN the Buyer shall survive until the twenty-four (24) months following three year anniversary of the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of this Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following three year anniversary of the Closing, in the case of all other representations and warranties of Sellers the Company, the Stockholders and Parent, LuxCo the Buyer hereunder. The obligations of the Company (but not of the Stockholders) in Articles V and BHN hereunderVI shall terminate upon the Closing.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 4.1 (Corporate Existence and Power), 4.2 (Authorization), 4.3. (Governmental Authorization), 4.5 (Capitalization), 4.6 (Organizational Documents), 4.7 (Corporate Records), 4.10 (Subsidiaries), 4.15 (Properties; Title to the Company and its Subsidiaries’ Assets), 4.20 (Compliance with Laws), 4.26 (Employment Matters), 4.28 (Benefit Plans), 4.31 (Tax Matters), 4.33 (Finder’s Fees), Section 8.1 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 8.2 (Corporate Authorization), Section 8.3 (Governmental Authorization) and Section 4. 6 of Exhibit 4 8.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Target and BHN the Purchaser shall survive until the twenty-four one (241) months following year anniversary of the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 13.1 or 10.2 13.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of this Section 10.8 13.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four one (241) months following year anniversary of the Closing, in the case of all other representations and warranties of Sellers the Company, the Target Companies, the Manager and Parent, LuxCo the Purchaser hereunder. The obligations of the Target (but not of the Company and BHN hereunderthe Manager) in Articles VI and VII shall terminate upon the Closing.

Survival of Indemnification Rights. Except (a) Notwithstanding any right of the Buyer to fully investigate the affairs of the Company and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or right of investigation, Buyer has the right to rely fully on the representations, warranties, covenants and agreements of Sellers contained in this Agreement. All representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the execution and delivery of this Agreement and the Closing hereunder, and all such representations and warranties shall thereafter terminate and expire with respect to any theretofore unasserted claim eighteen (18) months following the Closing Date (and no claim for indemnification shall thereafter be made arising from any breaches of any such representations and warranties); provided, however, that (i) the representations and warranties set forth in Section 3.1 of Exhibit 3 4.8 (Corporate Existence and PowerTaxes), Section 3.3 of Exhibit 3 4.4(a)(i) (Authorizationwith respect to the FERC Certificate only), Section 3.4 of Exhibit 3 4.11 (Governmental Authorization), Permits) (with respect to the FERC Certificate only) and Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 4.14 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’ Fees) which shall each survive until ninety thirty (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, Company, Parent, LuxCo and BHN shall survive until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (9030) days after the expiration of the applicable statute of limitations period (including all after giving affect to any waivers and extensions and waivers thereof), in the case of (ii) the representations and warranties referred set forth in Sections 3.1, 3.2 and 4.1 (Organization and Authority), and Sections 3.7 and 4.3 (Capitalization and Ownership) shall survive indefinitely and (iii) the representations and warranties set forth in Section 4.9 (Environmental Matters) shall each survive for a period of five (5) years after the Closing Date. All covenants and agreements respectively made by Sellers and Buyer herein to be performed after the Closing Date shall survive the Closing and will remain in full force and effect thereafter until (a) in the first sentence of Section 10.8 and the breach or the alleged breach case of any covenant or agreement that has a specified term or period, until the thirtieth (30th) day following the expiration of any Indemnifying Partythe term or period specified therein; and (yb) the twenty-four (24) months following the Closing, in the case of all any other representations and warranties covenant or agreement that does not have a specified term or period, until the thirtieth (30th) day following the fulfillment thereof. (b) No Party shall have any liability for indemnification claims made under this Article VIII unless a Claim Notice is provided by the non-breaching Party to the other Party in respect of Sellers and Parentsuch indemnification claim prior to the expiration of the applicable survival period. If a Claim Notice has been timely given in accordance with this Agreement prior to the expiration of the applicable survival period, LuxCo and BHN hereunderthen the applicable indemnity right shall survive as to such claim, until such claim has been finally resolved.

Survival of Indemnification Rights. Except for the (a) The representations and warranties of the Company and the Selling Parties contained in Section 3.1 of Exhibit 3 (Corporate Existence Article IV and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits Article V hereof and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’ Fees) which in any Ancillary Agreement shall survive until ninety the Closing and remain in full force and effect for a period of 18 months following the Closing Date and, if a written notice for a claim for indemnification pursuant to this Article X (90a “Claims Notice”) days after the expiration of the statute of limitations has been provided in good faith by such date, shall remain in full force and effect with respect thereto to any Outstanding Claim until final resolution of such Outstanding Claim; provided, that, except as set forth in clause (including any extensions and waivers thereof)i) below, the representations and warranties of Sellerscontained in Section 4.24 shall not survive the Closing Date; provided, Companyhowever, Parent, LuxCo the following representations and BHN warranties shall survive and remain in full force and effect for the period indicated: (i) Section 4.2 (Authorization and Effect of Agreement), Section 4.5 (Capitalization of the Company; Accredited Investors), Section 4.6 (No Subsidiaries), Section 4.14 (Transactions with Affiliates), paragraph (c) of Section 4.23 (Employees), paragraphs (e), (g), (j), (p) and (q) of Section 4.24 (Taxes and Tax Returns), Section 4.28 (No Broker), Section 5.1 (Ownership of the Company Shares), and Section 5.3 (Authorization and Effect of Agreement) until the twenty-four sixty (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (9060) days after following the expiration of the applicable statute of limitations (including all extensions and waivers thereof); provided, however, each such representation and warranty shall remain in the case full force and effect with respect to any Outstanding Claim until final resolution of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and such Outstanding Claim. (yb) the twenty-four (24) months following the Closing, in the case of all other The representations and warranties of Sellers Parent and ParentMerger Sub contained in Article VI hereof and in any Ancillary Agreement shall survive the Closing and remain in full force and effect for a period of 18 months following the Closing Date and, LuxCo if a Claims Notice has been provided by such date, shall remain in full force and BHN hereundereffect with respect to any Outstanding Claim until final resolution of such Outstanding Claim; provided, however, the following representations and warranties shall survive and remain in full force and effect for the period indicated: (i) Section 6.2 (Authorization and Effect of Agreement), Section 6.6 (Parent Common Stock), and Section 6.9 (No Broker), until sixty (60) days following the expiration of the applicable statute of limitations (including extensions thereof); provided, however, each such representation and warranty shall remain in full force and effect with respect to any Outstanding Claim until final resolution of such Outstanding Claim. (c) The covenants and agreements of the Selling Parties, the Company, Parent and Merger Sub contained in this Agreement or any Ancillary Agreement that contemplate performance thereof following the Closing Date shall survive and remain in full force and effect until fully performed or for the applicable period specified therein, or if no such period is specified, for the applicable statute of limitations. The provision of this Article X shall survive so long as any other Section of this Agreement shall survive to the extent applicable. None of the Closing, any party’s waiver of any condition to the Closing or any party’s knowledge of any breach prior to the Closing, shall constitute a waiver of any of the rights that any such party may have hereunder (including rights to indemnification) whether by reason of any investigation by such party or its Representatives, pursuant to Section 7.2 hereof or otherwise.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 4.1 (Corporate Existence and Power), 4.2 (Authorization), 4.3. (Governmental Authorization), 4.5 (Capitalization), 4.6 (Certificate of Exhibit 3 Formation and Operating Agreement), 4.7 (Corporate Records), 4.10 (Subsidiaries), 4.15 (Properties; Title to the Company and its Subsidiaries’ Assets), 4.20 (Compliance with Laws), 4.26 (Employment Matters), 4.28 (Benefit Plans), 4.31 (Tax Matters), 4.33 (Finder’s Fees), Section 8.1 (Corporate Existence and Power), Section 3.3 of Exhibit 3 8.2 (Corporate Authorization), Section 3.4 of Exhibit 3 8.3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 8.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Members and BHN the Purchaser shall survive until the twenty-four one (241) months following year anniversary of the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 11.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of this Section 10.8 11.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four one (241) months following year anniversary of the Closing, in the case of all other representations and warranties of Sellers the Company, the Members, the Manager and Parent, LuxCo the Purchaser hereunder. The obligations of the Company (but not of the Members) in Articles VI and BHN hereunderVII shall terminate upon the Closing.

Survival of Indemnification Rights. Except for the (a) The representations and warranties of the Company and the Selling Parties contained in Section 3.1 of Exhibit 3 (Corporate Existence Article IV and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits Article V hereof and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’ Fees) which in any Ancillary Agreement shall survive until ninety the Closing and remain in full force and effect for a period of 18 months following the Closing Date and, if a written notice for a claim for indemnification pursuant to this Article X (90a “Claims Notice”) days after the expiration of the statute of limitations has been provided in good faith by such date, shall remain in full force and effect with respect thereto to any Outstanding Claim until final resolution of such Outstanding Claim; provided, that, except as set forth in clause (including any extensions and waivers thereof)i) below, the representations and warranties of Sellerscontained in Section 4.24 shall not survive the Closing Date; provided, Companyhowever, Parent, LuxCo the following representations and BHN warranties shall survive and remain in full force and effect for the period indicated: (i) Section 4.2 (Authorization and Effect of Agreement), Section 4.5 (Capitalization of the Company; Accredited Investors), Section 4.6 (No Subsidiaries), Section 4.14 (Transactions with Affiliates), paragraph (c) of Section 4.23 (Employees), paragraphs (e), (g), (j), (p) and (q) of Section 4.24 (Taxes and Tax Returns), Section 4.28 (No Broker), Section 5.1 (Ownership of the Company Shares), and Section 5.3 (Authorization and Effect of Agreement) until the twenty-four sixty (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (9060) days after following the expiration of the applicable statute of limitations (including all extensions and waivers thereof); provided, however, each such representation and warranty shall remain in the case full force and effect with respect to any Outstanding Claim until final resolution of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and such Outstanding Claim. (yb) the twenty-four (24) months following the Closing, in the case of all other The representations and warranties of Sellers Parent and ParentMerger Sub contained in Article VI hereof and in any Ancillary Agreement shall survive the Closing and remain in full force and effect for a period of 18 months following the Closing Date and, LuxCo if a Claims Notice has been provided by such date, shall remain in full force and BHN hereunder.effect with respect to any Outstanding Claim until final resolution of such Outstanding Claim; provided, however, the following representations and warranties shall survive and remain in full force and effect for the period indicated: (i) Section 6.2 (Authorization and Effect of Agreement), Section 6.6 (Parent Common Stock), and

Survival of Indemnification Rights. Except for Subject to the representations limitations and warranties in Section 3.1 other provisions of Exhibit 3 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof)this German SPA, the representations and warranties of Sellers, Company, Parent, LuxCo Sellers in Article III and BHN of the Target Companies and Sellers in Article IV shall survive the Closing and remain in full force and effect until the twentylater of the Cut-four (24) months following Off Date and the Closing. The resolution of any claim for indemnification with respect to which any Purchaser Indemnified Party is entitled from the Indemnifying Parties has provided Sellers notice of a claim for indemnification pursuant to Section 10.1 or 10.2 9.3(a) prior to the Cut-Off Date; provided, however, the following representations and warranties shall survive and remain in full force and effect for Losses shall be effective so long as it is asserted prior to: the period indicated: (xa) ninety Section 3.8 (90Ownership of the Shares), Section 4.3 (Capitalization of the Target Companies) and Section 4.4 (Capitalization of the Subsidiaries; Other Interests), ten (10) years following the Closing Date; (b) Section 4.16 (Environmental), Section 4.18 (Labor Relations and Employee Benefits), Section 4.20 (Proprietary Rights) and Section 4.27 (No Misleading Statements), three (3) years following the Closing Date; and (c) Section 3.9 (Withholding Tax) and Section 4.19 (Taxes and Tax Returns), until sixty (60) calendar days after the expiration of the applicable statute of limitations (including all extensions and waivers any extension thereof), in the case of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and with respect to clauses (ya), (b) the twenty-four and (24) months following the Closingc), if a claims notice has been provided by such date, shall remain in the case of all other representations full force and warranties effect until final resolution thereof. The covenants and agreements of Sellers and Parentthe Target Companies contained in this German SPA shall survive and remain in full force and effect for the applicable period specified therein, LuxCo and BHN hereunderor if no such period is specified, indefinitely. The provisions of this Article IX shall survive for so long as any other Section of this German SPA shall survive.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 5.1 (Corporate Existence and Power), 5.2 (Authorization), 5.3. (Governmental Authorization), 5.5 (Capitalization), 5.6 (Certificate of Exhibit 3 Formation and Operating Agreement), 5.7 (Corporate Records), 5.10 (Subsidiaries), 5.15 (Properties; Title to the Company’s Assets), 5.20 (Compliance with Laws), 5.26 (Employment Matters), 5.28 (Employee Benefits and Compensation), 5.29 (Real Property), 5.31 (Tax Matters), 5.33 (Finder’s Fees), Section 6.1 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 6.2 (Corporate Authorization), and Section 4. 6 of Exhibit 4 6.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Stockholders and BHN Purchaser shall survive until twelve months (the twenty-four (24“Survival Period”) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 11.1 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first part of the sentence of Section 10.8 11.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) twelve months following the Closing, in the case of all other representations and warranties of Sellers the Company, the Stockholders and Parent, LuxCo Purchaser hereunder. The obligations of the Company (but not of the Stockholders) in Articles VII and BHN hereunderIX shall terminate upon the Closing.