Common use of Survival of Representations and Covenants Clause in Contracts

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements certifications contained herein in this Agreement shall not merge on Closing and, shall survive until the expiry of one (without limitation): (i1) year following the Closing and Date (the sale “Survival Period”). The party which has received a representation, warranty or certification in this Agreement shall give Notice to the other party of each breach of the Specified Assets representation, warranty, or certification, together with details thereof, within a reasonable time after becoming aware of the breach and in any event not later than the last day of the Survival Period. Notwithstanding any other provision of this Agreement, no Claim may be asserted or pursued against any party hereto, or any action, suit or other proceeding commenced or pursued, for or in respect of any breach of any representation, warranty or certification made by such party in this Agreement unless Notice of such Claim is received by such party describing in detail the facts and circumstances with respect to the Purchaser; (ii) any sale subject matter of such Claim on or other disposition of any or all prior to the last day of the Specified Assets by Survival Period, irrespective of whether the Purchasersubject matter of such Claim shall have occurred before or after such date; and upon the expiry of the Survival Period all such representations, warranties, and certifications shall cease to have any effect except to the extent a written Claim has been previously given in respect thereof in accordance with this Subsection 6.3(a) and Subsection 6.3(b). Neither the Vendor nor the Purchaser shall be entitled to make any Claim in respect of a breach of a representation, warranty or indemnity from the other party that it had actual knowledge was false or untrue as of the Closing Date. (iiib) Notwithstanding the dissolution foregoing provisions of this Section or liquidation any other provisions of this Agreement or any Closing Documents, the liability of any party to this Agreement. Except Agreement (herein referred to as set forth the “Responsible Party”) after Closing in Section 9.1(crespect of any representation, warranty, or certification made by such Responsible Party in or pursuant to this Agreement or in any Closing Document made by such Responsible Party shall be subject to and limited by the following: (i) the time limits contained in Subsection 6.3(a) as applicable; (ii) no Claim shall be brought against the Vendor by the Purchaser until the aggregate of all the amounts claimed pursuant to such Claim or Claims that have then been made by the Initiating Party against the Vendor exceed Five Hundred Thousand dollars ($500,000) provided that if the aggregate of all such Claims exceeds Five Hundred Thousand dollars ($500,000), all the Purchaser shall be entitled to recover the full amount of said representationsthe Claim or Claims including the initial Five Hundred Thousand dollars ($500,000) and only if such Claim or Claims are successful; (iii) if any breach of any such representation, warrantieswarranty or certification or Surviving Covenant can be remedied within a reasonable period of time (not to exceed one hundred eighty (180) days after Notice thereof is given) the Responsible Party shall be given a reasonable opportunity to remedy any such breach, covenants provided such breach is capable of being remedied and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a termgranting such opportunity does not, in which such covenant or agreement shall survive until the expiration opinion of such specified term.the Initiating Party, acting reasonably, adversely affect the Initiating Party; and (biv) The representations, warranties, covenants the provisions of Subsection 6.3(a) and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their RepresentativesSection 6.5 if applicable. (c) For purposes It is agreed that, notwithstanding any other provision of this Agreement: (i) the Purchaser shall not have the right to terminate this Agreement as a result of the breach by the Vendor of one or more representations and warranties made by the Vendor in this Agreement, unless it results in a Material Value Reduction; (ii) if there is any breach by the Vendor of one or more representations and warranties made by the Vendor in this Agreement that does not result in a Material Value Reduction, then the Purchaser shall not have any right to terminate this Agreement as a result of such breach, but the Purchaser shall have the right to bring an action for damages, if any, which may otherwise be asserted subject to the provisions of this Section 6.3 and, if applicable, Section 6.5; (iii) if there is any breach by the Vendor of one or more representations and warranties made by the Vendor in this Agreement as a result of a Material Condition that results in a Material Value Reduction, then the Purchaser shall have the right to terminate this Agreement as a result of such breach as set out in Section 6.1, and in such event the Deposit and all interest earned thereon shall be returned to the Purchaser, and the Vendor shall reimburse the Purchaser for its reasonable and customary third-party out of pocket costs and expenses incurred in connection with its negotiation of this Agreement, a "Claim Notice" relating due diligence and obtaining financing for the transactions contemplated in this Agreement, including without limitation, all commitment fees, lenders’ rate lock expenses and legal fees incurred to a particular representation or warranty shall be deemed to have been given if any Indemniteeits acquisition lenders following the Purchaser’s Condition Date (collectively, acting in good faith, delivers “Purchaser’s Expenses”) up to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach.Deposit; and (div) For purposes for greater certainty, it is confirmed that reference to a breach of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by means such representation and warranty is not true and accurate. “Material Value Reduction” means that, in the Seller in this AgreementPurchaser’s reasonable determination, the fair market value of the Subject Assets is at least two percent (2%) of the Purchase Price less than what the value of the Subject Assets would be if such representation and warranty were true and accurate.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of Seller shall survive (without limitation): survive: (i) the Closing execution and delivery of this Agreement and the sale of the Specified Purchased Assets to the Purchaser; Purchaser and (ii) any subsequent sale or other disposition of any or all of the Specified Purchased Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all All of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, remain in which such covenant or agreement full force and effect and shall survive until June 29, 2000; provided, however, that if a Claim Notice (as defined below) relating to any representation or warranty is given to Seller on or prior to June 29, 2000, then, notwithstanding anything to the expiration contrary contained in this Section 5.1(a), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any identification claim asserted by any Indemnitee under Section 5.2) that is based directly or indirectly upon, or that relates directly or indirectly to, the same general facts and circumstances of such specified termBreach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of Seller and Purchaser or by means of a final, non-appealable judgement issued by a court of competent jurisdiction. (b) The representations, warranties, covenants and obligations of the Seller Seller, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim NoticeCLAIM NOTICE" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, Breach and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): survive: (i) the Closing and the sale of the Specified Assets to the PurchaserPurchaser and Purchaser Sub; (ii) any sale or other disposition of any or all of the Specified Assets by the PurchaserPurchaser and Purchaser Sub; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth ; in Section 9.1(ceach case for a period not to exceed twelve (12) months from the Closing Date (the “Indemnification Period”), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term. (b) The representations, warranties, covenants and obligations of the Seller Seller, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "“Claim Notice" relating to a particular representation or warranty ” shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice during the Indemnification Period stating that such Indemnitee believes that there has suffered Damages for which the Seller is or has been a possible Breach obligated to indemnify such Indemnitee in accordance with the provisions of such representation or warranty Section 8.2 and containing (i) a brief detailed description of the circumstances supporting such Indemnitee's ’s belief that there it is or has been such a possible Breachentitled to indemnification, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breachcircumstances. (d) For purposes of this Agreement, each statement or other item of information set forth or referenced in the Seller Disclosure Schedule or in any update to the Seller Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants representations and agreements contained herein warranties of each of the Seller Corporations set forth in this Agreement shall survive (without limitation): (i) the Closing and the sale of the Specified Designated Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Designated Assets by the Purchaser; and (iii) the dissolution or liquidation of any party Party to this Agreement. Except as The representations and warranties of the Purchaser and Parent set forth in Section 9.1(c), all this Agreement shall expire at the Closing and shall thereafter be of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant no further force or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termeffect. (b) The representations, warranties, covenants and obligations of the Seller Corporations, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives; provided, however, that notwithstanding the foregoing, qualifications set forth in the Disclosure Letter shall be deemed to qualify the corresponding representations and warranties set forth in Section 2 to the extent of such qualifications. (c) The representations and warranties of the Seller Corporations set forth in this Agreement shall expire on the 18-month anniversary of the Closing Date (the "Expiration Date"); provided, however, that if a Claim Notice (as defined below) relating to any representation or warranty of the Seller or Seller Sub is given to the Seller on or prior to the Expiration Date, then, notwithstanding anything to the contrary contained in this Section 9.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 9.2) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of the Seller and the Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (de) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule Letter or in any update to the Disclosure Schedule Letter shall be deemed to be a representation and warranty made by the Seller Corporations in this Agreement.

Survival of Representations and Covenants. (a) The representationsAll representations and warranties contained in this Agreement, warranties, covenants the assignment documents described in Section 1.5(b)(i) and agreements contained herein the Assumption Agreement shall survive the Closing Date and shall expire at 11:59 p.m. (without limitation): Pacific Time) on the eighteen-month anniversary of the Closing Date and shall thereafter be of no further force or effect, except (i) the Closing representations and warranties set forth in Sections 2.2, 2.6, 2.17, and 3.2 shall expire on the sale expiration of the Specified Assets to the Purchaser; relevant statute of limitations, and (ii) to the extent required to enforce the parties' rights and obligations hereunder following the end of such period for any sale or other disposition claims for which a Claim Notice (as defined below) has properly been made prior to the expiration of any or all such period. All of the Specified Assets covenants, agreements and obligations of the parties contained in this Agreement, in the assignment documents described in Section 1.5(b)(i) and the Assumption Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Purchaser; and party or parties entitled to such performance or (iiiii) the dissolution if not fully performed or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c)fulfilled, all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termthe relevant statute of limitations. Notwithstanding anything in this Agreement to the contrary, if this Agreement is terminated pursuant to Section 8.1(c), (d) or (e), the representations and warranties contained in this Agreement shall thereafter be of no further force or effect. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty or covenant shall be deemed to have been given if any IndemniteeIndemnified Party, acting in good faith, delivers to the Seller Indemnifying Party a written notice stating that such Indemnitee Indemnified Party reasonably believes that there is or has been a possible Breach of such representation or warranty or covenant and containing (i) a brief description of the circumstances supporting such IndemniteeIndemnified Party's reasonable belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (dc) For purposes Notwithstanding that the accuracy and performance of only certain representations, warranties and covenants are conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby, any party may pursue claims for indemnification with respect to Damages that arise from the Breach of any representation, warranty or covenant contained in this Agreement, each statement or other item regardless of information set forth in whether the Disclosure Schedule or in any update party asserting a claim for indemnification had knowledge of such Breach prior to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this AgreementClosing.

Survival of Representations and Covenants. (a) The representationsAll representations and warranties contained in this Agreement are made as of the Effective Date and shall expire at 11:59 p.m. (Pacific Time) on the eighteenth-month anniversary of the Effective Date and shall thereafter be of no further force or effect, warranties, covenants and agreements contained herein shall survive (without limitation): except (i) the Closing representations and warranties set forth in Sections 7.1, 7.2(a) and 8.1 shall expire on the sale expiration of the Specified Assets to the Purchaser; relevant statute of limitations, and (ii) to the extent required to enforce the parties’ rights and obligations hereunder following the end of such period for any sale or other disposition claims for which a Claim Notice (as defined below) has properly been made prior to the expiration of any or all such period. All of the Specified Assets covenants, agreements and obligations of the parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Purchaser; and party or parties entitled to such performance or (iiiii) the dissolution if not fully performed or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c)fulfilled, all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termthe relevant statute of limitations. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation or warranty or covenant shall be deemed to have been given if any IndemniteeIndemnified Party, acting in good faith, delivers to the Seller Indemnifying Party a written notice stating that such Indemnitee Indemnified Party reasonably believes that there is or has been a possible Breach of such representation or warranty or covenant and containing (i) a brief description of the circumstances supporting such Indemnitee's Indemnified Party’s reasonable belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants All representations and agreements warranties contained herein in this Agreement shall survive the Option Closing Date and shall expire at 11:59 p.m. (without limitation): Pacific Time) on the eighteenth-month anniversary of the Option Closing Date, and shall thereafter be of no further force or effect, except (i) the Closing representations and warranties set forth in Sections 2.3, 2.6, 2.7, 2.8, 2.13, 3.3, and 3.13 shall expire on the sale expiration of the Specified Assets to the Purchaser; relevant statute of limitations, and (ii) to the extent required to enforce the parties' rights and obligations hereunder following the end of such period for any sale or other disposition claims for which a Claim Notice (as defined below) has properly been made prior to the expiration of any or all such period. All of the Specified Assets covenants, agreements and obligations of the parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Purchaser; and party or parties entitled to such performance or (iiiii) the dissolution if not fully performed or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c)fulfilled, all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termthe relevant statute of limitations. Notwithstanding anything in this Agreement to the contrary, if this Agreement is terminated pursuant to Section 7.1(c) or (d), the representations and warranties contained in this Agreement shall thereafter be of no further force or effect. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty or covenant shall be deemed to have been given if any IndemniteeIndemnified Party, acting in good faith, delivers to the Seller Indemnifying Party a written notice stating that such Indemnitee Indemnified Party reasonably believes that there is or has been a possible Breach of such representation or warranty or covenant and containing (i) a brief description of the circumstances supporting such Indemnitee's Indemnified Party reasonable belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (dc) For purposes Notwithstanding that the accuracy and performance of only certain representations, warranties and covenants are conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby, any party may pursue claims for indemnification with respect to Damages that arise from the Breach of any representation, warranty or covenant contained in this Agreement, each statement or other item regardless of information set forth in whether the Disclosure Schedule or in any update party asserting a claim for indemnification had knowledge of such Breach prior to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this AgreementOption Closing.

Survival of Representations and Covenants. (a) The representationsSubject to Section 11.1(b), warranties, covenants the representations and agreements contained herein warranties of Exxxxxx set forth in this Agreement shall survive (without limitation): (i) the Closing Date and the sale of the Specified Assets to the PurchaserSangamo; (ii) any sale or other disposition of any or all of the Specified Assets by the PurchaserSangamo; and (iii) the dissolution or liquidation of any party to this AgreementParty. Except as The covenants and agreements of each Party set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations this Agreement shall survive without limitation as to time, indefinitely unless the a covenant or agreement specifies agreement, by its nature or as specified herein, has a term, in which such covenant or agreement shall survive until the expiration of such specified termlimited survival period. (b) The representations, warranties, covenants representations and obligations warranties of each Party set forth in this Agreement shall expire on the first anniversary of the Seller Closing Date; provided, however, the representations and warranties contained in Section 8.2(a) shall survive until expiration of the rights and remedies that may be exercised applicable statute of limitations. Neither Party shall have any liability whatsoever with respect to any such representation or warranty unless a Claim Notice is delivered by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any other Party prior to the expiration of the Indemnitees survival period applicable to such representation or any of their Representativeswarranty. (c) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller Exxxxxx or Sangamo, as applicable, a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's ’s belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller Exxxxxx in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term. (b) The representations, warranties, covenants and obligations of the Seller and the Seller Subsidiary, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants All representations and agreements warranties contained herein in this Agreement shall survive the Option Closing Date and shall expire at 11:59 p.m. (without limitation): Pacific Time) on the eighteenth-month anniversary of the Option Closing Date, and shall thereafter be of no further force or effect, except (i) the Closing representations and warranties set forth in Sections 2.3, 2.6, 2.7, 2.8, 2.13, 3.3, and 3.13 shall expire on the sale expiration of the Specified Assets to the Purchaser; relevant statute of limitations, and (ii) to the extent required to enforce the parties’ rights and obligations hereunder following the end of such period for any sale or other disposition claims for which a Claim Notice (as defined below) has properly been made prior to the expiration of any or all such period. All of the Specified Assets covenants, agreements and obligations of the parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Purchaser; and party or parties entitled to such performance or (iiiii) the dissolution if not fully performed or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c)fulfilled, all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termthe relevant statute of limitations. Notwithstanding anything in this Agreement to the contrary, if this Agreement is terminated pursuant to Section 7.1(c) or (d), the representations and warranties contained in this Agreement shall thereafter be of no further force or effect. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation or warranty or covenant shall be deemed to have been given if any IndemniteeIndemnified Party, acting in good faith, delivers to the Seller Indemnifying Party a written notice stating that such Indemnitee Indemnified Party reasonably believes that there is or has been a possible Breach of such representation or warranty or covenant and containing (i) a brief description of the circumstances supporting such Indemnitee's Indemnified Party reasonable belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (dc) For purposes Notwithstanding that the accuracy and performance of only certain representations, warranties and covenants are conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby, any party may pursue claims for indemnification with respect to Damages that arise from the Breach of any representation, warranty or covenant contained in this Agreement, each statement or other item regardless of information set forth in whether the Disclosure Schedule or in any update party asserting a claim for indemnification had knowledge of such Breach prior to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this AgreementOption Closing.

Survival of Representations and Covenants. (a) The representationsrepresentations and warranties of the Company and the Stockholders set forth in or made pursuant to this Agreement, warrantiesincluding in the Disclosure Schedule and the Company Closing Certificate, covenants or any other Transaction Agreement (each, a "Representation"), and agreements contained herein the representations and warranties of the Buyer and the Buyer Subsidiary set forth in this Agreement, shall survive (without limitation): survive: (i) the Closing and the sale of the Specified Assets to the PurchaserClosing; (ii) any sale or other disposition of any or all of the Specified Surviving Corporation or the Assets of the Surviving Corporation by the PurchaserBuyer; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth , and shall remain in Section 9.1(c), all of said representations, warranties, covenants full force and obligations effect and shall survive without limitation as to time, unless for twelve (12) months after the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termClosing. (b) The representations, warranties, covenants and obligations If a Claim Notice relating to any Representation is given to the Stockholder Representative on or prior to the end of the Seller applicable survival period set forth in Section 15.1(a), then, notwithstanding anything to the contrary contained in this Section 15.1, such Representation shall not so expire, but rather shall remain in full force and effect until such time as each and every claim, including any indemnification claim asserted by any Indemnitee under Section 15.2, that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such Representation has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of the Stockholder Representative and the rights and remedies that may be exercised Buyer or by the Indemniteesmeans of a final, shall not be limited or otherwise affected non-appealable judgment issued by or as a result court of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representativescompetent jurisdiction. (c) Notwithstanding anything to the contrary contained in Section 15.1(b) (and without limiting the generality of anything contained in Section 15.1(a)), if any Stockholder or the Company had Knowledge, on or prior to the Closing, of any circumstance that constituted or that could have reasonably been expected to give rise to any Breach of any Representation, then such Representation shall not expire, but rather shall remain in full force and effect for an unlimited period of time, regardless of whether any Claim Notice relating to such Representation is ever given. (d) For purposes of this Agreement, a "Claim Notice" relating to a particular representation Representation, covenant or warranty obligation shall be deemed to have been given if any an Indemnitee, acting in good faith, delivers to the Seller Stockholder Representative a written notice stating that such Indemnitee believes believes, or a third Person asserts, that there is or has been a possible Breach of such representation Representation, covenant or warranty obligation and containing (i) a brief description of the circumstances supporting such Indemnitee's belief (or such third Person's assertion) that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible or asserted Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term. (b) The representations, warranties, covenants and obligations of the Seller Hardy, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller Hardy a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller Hardy in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): (i) the Closing and the sale assignment and transfer of the Specified Assets to the PurchaserPeopleNet International Corporation; (ii) any sale or other disposition of any or all of the Specified Assets by the PurchaserPeopleNet International Corporation; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth in Subject to Section 9.1(c4.1(c), all of said representations, warranties, covenants representations and obligations warranties shall remain in full force and effect and shall survive without limitation as to timefor a period of one year, unless except those representations and warranties which under the covenant or agreement specifies a term, in which such covenant or agreement governing laws and regulations shall survive until expire upon the expiration of the applicable statute of limitation and (B) the representations and warranties set forth in Sections 2.4, 2.5 and 2.11, which shall survive for an unlimited amount of time; provided, however, that if any Indemnitee delivers a Claim Notice (as defined below) to any of PC and the Significant Shareholders during the applicable survival period set forth above, alleging the existence of a Breach of any of the representations and warranties made by PC or the Significant Shareholders and asserting a claim for recovery under Section 4.2 based on such specified termBreach or alleged Breach, then, notwithstanding anything to the contrary contained in this Section 4.1(a), the claim asserted in such notice shall survive the end of the such survival period and remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty is fully and finally resolved either by means of a written settlement agreement executed by the Significant Shareholders and PeopleNet International Corporation or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (b) The representations, warranties, covenants and obligations of the Seller Significant Shareholders and PC, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes The limitations set forth in Section 4.1(a) shall not apply in the case of this Agreement, a "Claim Notice" relating to a particular representation claims based upon intentional misrepresentation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breachfraud. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller Significant Shareholders and PC in this Agreement. The information disclosed in any particular part of the Disclosure Schedule shall be deemed to relate to and qualify the representations and warranties contained in the corresponding paragraph of Section 2 of this Agreement as well as the other representations and warranties contained in Section 2 of this Agreement to the extent that the specific disclosure could be clearly interpreted to apply to any such representations and warranties.

Survival of Representations and Covenants. (a) The representationsAll representations and warranties contained in this Agreement, warranties, covenants the assignment documents described in Section 1.5(b)(i) and agreements contained herein the Assumption Agreement shall survive the Closing Date and shall expire at 11:59 p.m. (without limitation): Pacific Time) on the eighteen-month anniversary of the Closing Date and shall thereafter be of no further force or effect, except (i) the Closing representations and warranties set forth in Sections 2.2, 2.6, 2.17, and 3.2 shall expire on the sale expiration of the Specified Assets to the Purchaser; relevant statute of limitations, and (ii) to the extent required to enforce the parties’ rights and obligations hereunder following the end of such period for any sale or other disposition claims for which a Claim Notice (as defined below) has properly been made prior to the expiration of any or all such period. All of the Specified Assets covenants, agreements and obligations of the parties contained in this Agreement, in the assignment documents described in Section 1.5(b)(i) and the Assumption Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Purchaser; and party or parties entitled to such performance or (iiiii) the dissolution if not fully performed or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c)fulfilled, all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termthe relevant statute of limitations. Notwithstanding anything in this Agreement to the contrary, if this Agreement is terminated pursuant to Section 8.1(c), (d) or (e), the representations and warranties contained in this Agreement shall thereafter be of no further force or effect. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation or warranty or covenant shall be deemed to have been given if any IndemniteeIndemnified Party, acting in good faith, delivers to the Seller Indemnifying Party a written notice stating that such Indemnitee Indemnified Party reasonably believes that there is or has been a possible Breach of such representation or warranty or covenant and containing (i) a brief description of the circumstances supporting such Indemnitee's Indemnified Party’s reasonable belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (dc) For purposes Notwithstanding that the accuracy and performance of only certain representations, warranties and covenants are conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby, any party may pursue claims for indemnification with respect to Damages that arise from the Breach of any representation, warranty or covenant contained in this Agreement, each statement or other item regardless of information set forth in whether the Disclosure Schedule or in any update party asserting a claim for indemnification had knowledge of such Breach prior to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this AgreementClosing.

Survival of Representations and Covenants. (a) The Except as set forth in Section 8.1(b), the representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): (i) the Closing and the sale of the Specified Assets Assets, and the ICMOSA Shares owned by UniMark, to the Purchaser; (ii) any subsequent sale or other disposition of any or all of the Specified Assets or ICMOSA Shares by the Purchaser; and (iii) the dissolution death, dissolution, winding-up or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term. (b) The representations, warranties, covenants and obligations of the Seller UniMark, ICMOSA and FoodsSub, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (cb) The representations and warranties set forth in Sections 2 and 3 shall expire 65 days after the Closing Date; provided, however, that (i) if a Claim Notice (as defined below) relating to any representation or warranty set forth in Section 2 is given to UniMark on or prior to the date 65 days after the Closing Date, then, notwithstanding anything to the contrary contained in this Section 8.1 such representation or warranty shall not expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 8.2) that is based directly or indirectly upon, or that relates directly or indirectly to, any inaccuracy or alleged inaccuracy in such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of UniMark and Purchaser or by means of a final, nonappealable judgment issued by a court of competent jurisdiction, and (ii) if, on or prior to the Closing Date, Xxxxx Xxxxxxx or Jakes Jordaan has actual knowledge of any circumstance that constitutes or that has given rise or could be expected to give rise, directly or indirectly, to any inaccuracy in any representation or warranty set forth in Section 2, then such representation or warranty shall not expire, but rather shall remain in full force and effect for an unlimited period of time (regardless of whether any Claim Notice relating to such representation or warranty is ever given). For purposes of this Agreement, a "Claim NoticeCLAIM NOTICE" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller UniMark a written notice stating that such Indemnitee believes that there is or has been a possible Breach of an inaccuracy in such representation or warranty and containing (i1) a brief description of the circumstances specific facts supporting such Indemnitee's good faith belief that there is or has been such a possible Breach, an inaccuracy and (ii2) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breachinaccuracy. (dc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made jointly and severally by the Seller UniMark, ICMOSA and FoodsSub in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of the Seller shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; and (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c)10.1(c) hereof, all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, remain in which such covenant or agreement full force and effect and shall survive until for a period of twelve (12) months following the expiration of such specified termClosing Date. (b) The representations, warranties, covenants and obligations of the Seller or Parent, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) The representations and warranties set forth in Sections 3 and 4 hereof shall expire on the first anniversary of the Closing Date; provided, however, that if a Claim Notice (as defined below) relating to any representation or warranty set forth in Section 3 or 4 hereof is given to the Seller or Parent, as the case may be, on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 10.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 10.2 or Section 10.3 hereof) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of Parent or the Seller, Parent and the Purchaser, as the case may be, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller or Parent, as the case may be, a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's ’s belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (de) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all All of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, remain in which such covenant or agreement full force and effect and shall survive until the expiration second anniversary of the Closing; provided, however, that if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to an Indemnitor on or prior to the second anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 9.1(a), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 9.2 that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such specified termrepresentation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of Seller, Xxxxxxxxx and the Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (b) The representations, warranties, covenants and obligations of the Seller parties, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim NoticeCLAIM NOTICE" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller an Indemnitor a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by Xxxxxxxxx and the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and the sale obligations of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any each party to this Agreement. Except as Agreement shall survive for the one year period immediately following the Closing; provided, however, that if a Claim Notice relating to any such representation, warranty or rights set forth in Section 9.1(c), all any of said representationsSections is given to the Seller on or prior to the first anniversary of the Closing Date, warrantiesthen, covenants notwithstanding anything to the contrary contained in this Section 4.1, such representation, warranty or rights shall not so expire, but rather shall remain in full force and obligations shall survive without limitation effect until such time as to timeeach and every claim (including any indemnification claim asserted by any Indemnitee under Section 4.2) that is based directly or indirectly upon, unless the covenant or agreement specifies a termthat relates directly or indirectly to, in which such covenant any Breach or agreement shall survive until the expiration alleged Breach of such specified termrepresentation or warranty or to such rights has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of the Seller and the Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (b) The representations, warranties, covenants and obligations of the Seller , each party hereto and the rights and remedies that may be exercised by the Purchaser Indemnitees and the Seller Indemnitees, as the case may be, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Seller or Purchaser Indemnitees or any of their respective Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller Purchaser or Seller, as the case may be, a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller or the Purchaser, as the case may be, in this Agreement, and all of the Seller's and Purchaser's respective representations and warranties contained in this Agreement shall be deemed modified by the Disclosure Schedule provided by the Purchaser or the Seller, respectively, to the extent provided in such Disclosure Schedule.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said All representations, warranties, covenants and obligations shall in this Agreement will remain in full force and effect and will survive without limitation as for a period of twelve (12) months following the Closing Date (with respect to timethe representations and warranties) and for the periods specified in this Agreement (with respect to the covenants and obligations); provided, unless the however, that if a claim notice relating to any representation, warranty, covenant or agreement specifies a termobligation set forth in this Agreement is given timely and properly by the Party seeking indemnification on or prior to the applicable termination date, then, notwithstanding anything to the contrary contained in which this Section 6.1(a), such representation, warranty, covenant or obligation will not so expire, but rather will remain in full force and effect solely to the extent of the matters in such claim notice until such time as each and every claim has been fully and finally resolved, by means of a written settlement agreement shall survive until executed on behalf of the expiration Sellers or the Representative (on behalf of such specified termthe Sellers) on the one hand and Buyer on the other hand, or a final, non-appealable judgment issued by a court of competent jurisdiction, or as otherwise agreed to by Buyer and the Representative. (b) The representations, warranties, covenants and obligations of the Seller Sellers, and the rights and remedies that may be exercised by the Buyer Indemnitees, shall will not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Buyer Indemnitees or any of their Representatives. representatives. “Buyer Indemnitees” means Buyer, Buyer’s affiliates (c) For purposes including the Company), and their respective officers, directors, employees, and advisors, and successors and assigns of this Agreementthe foregoing, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemniteeprovided, acting in good faithhowever, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible BreachCompany will not be entitled to exercise any rights as an Indemnitee prior to the Closing, and (ii) a non-bindingfor the avoidance of doubt, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall Sellers will not be deemed to be a representation and warranty made by the Seller in this Agreement“Buyer Indemnitees.”

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term. (b) The representations, warranties, covenants and obligations of the Seller General Partners and the Sellers, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller General Partners and the Sellers a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller General Partners and the Sellers in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term. (b) The representations, warranties, covenants and obligations of the Seller Seller, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(cSections 7.1(c) and 7.1(d), all the representations and warranties of said representationsthe Sellers, warrantiesthe Stockholders, covenants and obligations shall survive without limitation the Buyer will expire upon that date that is [**] after the Closing Date (the “Expiration Date”); provided, however, that if an request for indemnification under this Section 7 relating to any such representation or warranty is given to the Indemnifying Party on or prior to the Expiration Date, then, notwithstanding anything to the contrary contained in this Section 7.1, the claims asserted in such request for indemnification will not so expire, but rather will remain in full force and effect until such time as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termclaims have been fully and finally resolved. (b) The representations, warranties, covenants and obligations of the Seller any Indemnifying Party, and the rights and remedies that may be exercised by the Indemniteesany Indemnitee, shall will not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees Indemnitee or any of their its Representatives. (c) For purposes of Subject to Section 7.1(d), the representations and warranties set forth in Sections 2.10 (Employees; Benefit Plans), 2.11 (Intellectual Property), and 2.16 (Compliance with Laws; Permits) will expire upon that date that is [**] after the Closing Date (the “Extended Date”); provided, however, that if an request for indemnification under this Agreement, a "Claim Notice" Section 7 relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty is given to the Sellers on or prior to such date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), the claims asserted in such request for indemnification will not so expire, but rather will remain in full force and containing effect until such time as such claims have been fully and finally resolved. The representations and warranties set forth in Sections 2.1 (iDue Organization; Capitalization), 2.2 (Authority), 2.3(a) a brief description (Non-Contravention; Consents), 2.4 (Title to Assets; Sufficiency), 2.6 (Solvency), 2.20 (Related Party Transactions), 2.21 (Brokers), 3 (Representations and Warranties of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, Stockholders) and 4 (ii) a non-binding, preliminary estimate Representations and Warranties of the aggregate dollar amount of Buyer) (the actual and potential Damages “Fundamental Representations”) will upon that have arisen and may arise as a direct or indirect result of such possible Breachdate that is [**] after the Closing Date. (d) For purposes Notwithstanding anything to the contrary contained in Section 7.1(b) (and without limiting the generality of anything contained in Section 7.1(a)), if there is any fraudulent misrepresentation by the Sellers in Section 2 of this Agreement or fraudulent misrepresentation by a Stockholder in Section 3 of this Agreement, each statement then such fraudulent misrepresentation will not expire, but rather will remain in full force and effect for an unlimited period of time (regardless of whether any request for indemnification under this Section 7 relating to such representation or other warranty is ever given). (e) It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.1 is shorter than the statute of information limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Section 7.1 for the Disclosure Schedule or in any update to assertion of claims under this Agreement are the Disclosure Schedule shall be deemed result of arms’-length negotiation among the parties and that they intend for the time periods to be a representation and warranty made enforced as agreed by the Seller in this Agreementparties.

Survival of Representations and Covenants. (a) The representationsAll representations and warranties contained in this Agreement are made as of the Effective Date and shall expire at 11:59 p.m. (Pacific Time) on the eighteenth-month anniversary of the Effective Date and shall thereafter be of no further force or effect, warranties, covenants and agreements contained herein shall survive (without limitation): except (i) the Closing representations and warranties set forth in Sections 7.1, 7.2(a) and 8.1 shall expire on the sale expiration of the Specified Assets to the Purchaser; relevant statute of limitations, and (ii) to the extent required to enforce the parties' rights and obligations hereunder following the end of such period for any sale or other disposition claims for which a Claim Notice (as defined below) has properly been made prior to the expiration of any or all such period. All of the Specified Assets covenants, agreements and obligations of the parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Purchaser; and party or parties entitled to such performance or (iiiii) the dissolution if not fully performed or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c)fulfilled, all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termthe relevant statute of limitations. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim NoticeCLAIM NOTICE" relating to a particular representation or warranty or covenant shall be deemed to have been given if any IndemniteeIndemnified Party, acting in good faith, delivers to the Seller Indemnifying Party a written notice stating that such Indemnitee Indemnified Party reasonably believes that there is or has been a possible Breach of such representation or warranty or covenant and containing (i) a brief description of the circumstances supporting such IndemniteeIndemnified Party's reasonable belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): survive: (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth , in each case for a period of six (6) months from the date of the Closing, provided that, the representations and warranties contained in Section 9.1(c), all of said representations, warranties, covenants and obligations 2.17 shall survive without limitation as to time, unless the covenant or agreement specifies Closing for a term, in which such covenant or agreement shall survive until the expiration period of such specified termsix (6) years. (b) The representationsIn the event that a Claim Notice (as defined below) relating to any representation, warrantieswarranty, covenants and obligations of covenant or obligation is given to any party on or prior to the Seller applicable survival period set forth in subsection (a) above, and then, notwithstanding anything to the rights and remedies that may be exercised by the Indemniteescontrary contained in this Section 9.1, such representation or warranty shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of so expire with respect to the Indemnitees or any of their Representativesspecific claim so asserted. (c) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation representation, warranty, covenant or warranty obligation shall be deemed to have been given if any Indemniteeparty, acting in good faith, delivers to the Seller other party a written notice stating that such Indemnitee party believes that there is or has been a possible Breach of such representation representation, warranty, covenant or warranty obligation and containing (i) a brief description of the circumstances supporting such Indemnitee's party’s belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representationscovenants, warrantiesobligations, covenants and agreements contained herein licenses of each party to this Agreement shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all All of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive without limitation as to for an unlimited period of time. (b) The representations and warranties of Seller shall expire on the first anniversary of the Closing Date (the “Expiration Date”); provided, unless however, that the covenant or agreement specifies a termrepresentations and warranties of Seller in Sections 2.1 (Due Organization), in which such covenant or agreement 2.2 (Assets), 2.8 (Environmental and Safety Laws) and 2.10 (Authority; Binding Nature of Agreement) shall survive until the expiration of the applicable statute of limitations; provided, further, however, that if a Claim Notice (as defined below) relating to any representation or warranty of Seller is given to Seller on or prior to the Expiration Date, then, notwithstanding anything to the contrary contained in this Section 6.1(b), such specified termrepresentation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 6.2) that is based upon, or that relates to, any breach or alleged breach of such representation or warranty has been fully and finally resolved. (bc) For purposes of this Agreement, a “Claim Notice” relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to Seller a written notice stating that such Indemnitee believes that there is or has been a breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee’s belief that there is or has been such a breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a result of such possible breach. (d) The representations, warranties, covenants and obligations of the Seller Seller, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge Knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representationsparties, warrantiesintending to modify any applicable statute of limitations, agree that (i) the representations and warranties contained in Article 4 shall terminate and expire on the sixth (6th) anniversary of the Closing Date and (ii) the covenants and agreements contained herein in this Agreement intended to be fulfilled from and after the Closing shall survive the Closing in accordance with their terms and survive until fully performed (without limitation): each such applicable termination and expiration date, the applicable “Survival Date”). All other representations and warranties (i) other than those contained in Article 4), and all covenants and agreements to be performed prior to or at the Closing in this Agreement or in any instrument, document or certificate delivered pursuant to this Agreement shall terminate effective as of the Closing and shall not survive the sale Closing for any purpose, and thereafter there shall be no liability on the part of, nor shall any claim be made by, any party or any of their respective Affiliates in respect thereof. The provisions of and the Specified Assets limitation of remedies provided in this Section 7.01(a) were specifically bargained for between the parties hereto and were taken into account by the parties hereto in arriving at the Purchase Price. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations with respect to the Purchaser; (ii) any sale or other disposition Contemplated Transactions exclusively in contract pursuant to the express terms and provisions of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth The parties hereto each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations and the parties hereto specifically acknowledge that no party hereto has any special relationship with another party hereto that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified terman arm’s-length transaction. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that No claim may be exercised made pursuant to the indemnification provisions contained in this Agreement, whether for indemnification in respect thereof or otherwise, unless written notice of such claim setting forth the alleged breach and resulting claimed Losses in reasonable detail is given to Seller (in the case of a claim by a Buyer Indemnified Person) or Buyer (in the case of a claim by a Seller Indemnified Person), as applicable, by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representativesapplicable Survival Date. (c) For purposes If any Claim Notice (as defined below) is validly given in good faith in accordance with the terms of this Agreement, a "Claim Notice" relating to a particular representation Section 7.01 and Section 7.05 on or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers prior to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of applicable Survival Date, the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information claims specifically set forth in such Claim Notice, and the Disclosure Schedule or in any update to the Disclosure Schedule claiming party’s rights hereunder with respect thereto, shall be deemed to be a representation and warranty made by the Seller in this Agreementsurvive until such time as such claims are finally resolved.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): (i) the Closing and the sale assignment and transfer of the Specified Assets to the PurchaserPeopleNet International Corporation; (ii) any sale or other disposition of any or all of the Specified Assets by the PurchaserPeopleNet International Corporation; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth in Subject to Section 9.1(c4.1(c), all of said representations, warranties, covenants representations and obligations warranties shall remain in full force and effect and shall survive without limitation as to timefor a period of one year, unless except those representations and warranties which under the covenant or agreement specifies a term, in which such covenant or agreement governing laws and regulations shall survive until expire upon the expiration of the applicable statute of limitation and (B) the representations and warranties set forth in Sections 2.4, 2.5 and 2.11, which shall survive for an unlimited amount of time; provided, however, that if any Indemnitee delivers a Claim Notice (as defined below) to any of ECG and the Significant Shareholders during the applicable survival period set forth above, alleging the existence of a Breach of any of the representations and warranties made by ECG or the Significant Shareholders and asserting a claim for recovery under Section 4.2 based on such specified termBreach or alleged Breach, then, notwithstanding anything to the contrary contained in this Section 4.1(a), the claim asserted in such notice shall survive the end of the such survival period and remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty is fully and finally resolved either by means of a written settlement agreement executed by the Significant Shareholders and PeopleNet International Corporation or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (b) The representations, warranties, covenants and obligations of the Seller Significant Shareholders and ECG, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes The limitations set forth in Section 4.1(a) shall not apply in the case of this Agreement, a "Claim Notice" relating to a particular representation claims based upon intentional misrepresentation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breachfraud. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller Significant Shareholders and ECG in this Agreement. The information disclosed in any particular part of the Disclosure Schedule shall be deemed to relate to and qualify the representations and warranties contained in the corresponding paragraph of Section 2 of this Agreement as well as the other representations and warranties contained in Section 2 of this Agreement to the extent that the specific disclosure could be clearly interpreted to apply to any such representations and warranties.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations in this Agreement shall survive (without limitation): (i) the Closing and the sale of the Specified Assets Storybook Common Shares to Fulcrum and shall expire on the Purchaser; (ii) any sale or other disposition of any or all second anniversary of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termClosing Date. (b) The representationsNotwithstanding the foregoing, warrantiesif a Claim Notice (as defined below) relating to any representation, covenants and obligations warranty, covenant or obligation is given to Machxxx xx a Shareholder on or prior to the second anniversary of the Seller Closing Date then, and notwithstanding anything to the rights and remedies that may be exercised by the Indemniteescontrary contained in Section 8.1(a), such representation or warranty shall not be limited or otherwise affected so expire solely with respect to such claim, but rather shall remain in full force and effect until such time as each and every claim specifically set forth in such Claim Notice has been fully and finally resolved, either by or means of a written settlement agreement executed on behalf of Fulcrum and Machxxx xx a Shareholder, as a result of any information furnished tothe case may be, or any investigation made by or any knowledge ofmeans of a final, any non-appealable judgment issued by a court of the Indemnitees or any of their Representativescompetent jurisdiction. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, Indemnitee (as defined below) acting in good faith, delivers to Machxxx xx a Shareholder, as the Seller case may be, a written notice stating that such Indemnitee believes that there is or has been a possible Breach breach of such a representation or warranty and containing (i) a brief description description, providing reasonable detail, of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breachbreach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages damages that have arisen and may arise as a direct or indirect result of such possible Breachbreach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Storybook Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in representation, warranty, covenant or obligation of Machxxx xx this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): survive: (i) the Closing and the sale of the Specified Assets to the PurchaserAsset Sale; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representationsrepresentations and warranties shall remain in full force and effect and shall survive until April 1, warranties, 2004 (the “Expiration Date”). The covenants and obligations shall survive without limitation as contained in this Agreement which by their terms are required to time, unless be performed after the covenant or agreement specifies a term, in which such covenant or agreement Closing shall survive until the expiration of such specified termperformed or satisfied. (b) The representations, warranties, covenants and obligations of the Seller Seller, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) The representations and warranties in this Agreement shall expire on the Expiration Date; provided, however, that if a Claim Notice (as defined below) relating to any representation or warranty set forth in Section 2 is given to the Seller on or prior to the Expiration Date, then, notwithstanding anything to the contrary contained in this Section 9.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 9.2) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of the Seller and the Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's ’s belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. Failure to provide such Claim Notice (unless the Expiration Date shall have passed) shall not constitute a waiver of the Seller’s indemnity obligations hereunder and shall not limit or otherwise affect any Liability that the Seller may have to any Indemnitee, except to the extent that the Seller is actually materially prejudiced thereby. No Claim Notice with respect to a Breach of any representation and warranty of the Seller may be delivered after the Expiration Date. (de) For purposes of this Agreement, each statement or other item of information set forth in the Seller Disclosure Schedule or in any update to the Seller Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The Subject to Section 13.1(c), the representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the PurchaserClosing; (ii) any sale or other disposition of any or all of the Specified Assets Shares by the Purchaser; and (iii) the death or dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all All of said such representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, remain in which such covenant or agreement full force and effect and shall survive until the expiration indefinitely unless a shorter period of such specified termtime is set forth expressly in Section 13.1(c). (b) The representations, warranties, covenants and obligations of the Seller Shareholders, Target Company, Purchaser and Surge and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) Subject to Section 13.1(d), (i) all representations and warranties of Shareholders, Purchaser, Target Company and Surge shall survive for a period of one (1) year (i.e., 12 calendar months) following the Closing Date (the “Survival Period”); provided, however, that if a Claim Notice (as defined below) relating to any representation or warranty is given to the indemnifying party on or prior to the applicable Survival Period, then, notwithstanding anything to the contrary contained in this Section 13.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as such claim has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of Shareholders and Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) Notwithstanding anything to the contrary contained in Section 13.1(c), if the indemnifying party had knowledge, on or prior to the Closing Date, of any fact, event or circumstance that constitutes or that has given rise or could be expected to give rise, directly or indirectly, to any Breach of any representation or warranty of the indemnifying party set forth in Article 5, in the case of Shareholders, Article 6 in the case of Purchaser, Article 7 in the case of Shareholders or Target Company, or Article 8 in the case of Surge, without disclosing such fact, event or circumstance, on the applicable Disclosure Schedule, then such representation or warranty shall not expire, but rather shall remain in full force and effect for an unlimited period of time (regardless of whether any Claim Notice relating to such representation or warranty is ever given). (e) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller indemnifying party a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description in reasonable detail of the circumstances supporting such Indemnitee's ’s good faith belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (df) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) The representationsrepresentations and warranties made by Seller and Xenova in this Agreement (including without limitation the representations and warranties set forth in Sections 2 and 3), warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and shall expire either one (1) year after the sale Closing Date, for the representations in Sections 2 and 3 other than those contained in Sections 2.9 and 2.12 through 2.14, or three (3) years after the Closing Date for the representations contained in Sections 2.9 and 2.12 through 2.14 (the "Expiration Date"); provided, however, that if, at any time prior to the Expiration Date for a specific representation, any Indemnitee (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or other Breach of any of such representation and warranty and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive the Expiration Date for such representation until such time as such claim is fully and finally resolved. All representations and warranties made by Purchaser shall terminate and expire as of the Specified Assets Closing, and any liability of Purchaser with respect to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; such representations and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations warranties shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified termthereupon cease. (b) The representations, warranties, covenants and obligations of the Seller and Xenova, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge Knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller and Xenova in this Agreement.

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of each party to this Agreement shall survive (without limitation): (i) the Closing execution and delivery of this Agreement and the sale of the Specified Purchased Assets to the Purchaser; (ii) any subsequent sale or other disposition of any or all of the Specified Purchased Assets by the Purchaser; and (iii) the liquidation and dissolution or liquidation of the Seller; and (iv) the death of any party to this AgreementShareholder. Except as set forth in Section 9.1(c), all All of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, remain in which such covenant or agreement full force and effect and shall survive until October 2, 1999; provided, however, that if a Claim Notice relating to any representation or warranty is given to the expiration Agent (as defined in Section 7.4) on or prior to October 2, 1999; then, notwithstanding anything to the contrary contained in this Section 7.1(a), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 7.2) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such specified termrepresentation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of the Agent and Purchaser or by means of a final, non-appealable judgement issued by a court of competent jurisdiction. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim NoticeCLAIM NOTICE" relating to a particular representation representation, warranty, covenant or warranty obligation shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Agent or Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation representation, warranty, covenant or warranty obligation and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.such

Survival of Representations and Covenants. (a) The representations, warranties, covenants and agreements contained herein obligations of the Seller shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term.the (b) The representations, warranties, covenants and obligations of the Seller or Parent, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) The representations and warranties set forth in Sections 0 and 0 hereof shall expire on the first anniversary of the Closing Date; provided, however, that if a Claim Notice (as defined below) relating to any representation or warranty set forth in Section 0 or 0 hereof is given to the Seller or Parent, as the case may be, on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 0, such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 0 or Section 0 hereof) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of Parent or the Seller, Parent and the Purchaser, as the case may be, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) For purposes of this Agreement, a "“Claim Notice" ” relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller or Parent, as the case may be, a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's ’s belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (de) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.