Common use of Survival of Representations and Covenants Clause in Contracts

Survival of Representations and Covenants. The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto shall survive the Closing and shall expire on the last day of the Indemnity Period; provided however, that (a) the representations and warranties in Sections 3.01 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 (Tax Matters) shall survive until thirty (30) calendar days after the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitations, indefinitely and (b) the representations and warranties in Section 3.22(l) (Employee Benefit Plans) shall survive until the third anniversary of the Closing Date. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing for the period explicitly specified therein (and if no such period is specified shall survive until the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitations, indefinitely). Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if a Claim Certificate with respect to such representation, warranty or covenant has been delivered in accordance with this Article 6 prior to the time of such termination, until such time as every claim set forth in such Claim Certificate has been fully resolved pursuant to this Article 6.

Survival of Representations and Covenants. The representations and warranties of Buyer and the parties hereto Seller contained in this Agreement or in any certificate or other writing delivered pursuant hereto shall survive until the twelve month anniversary of the Closing and shall expire on the last day of the Indemnity PeriodDate; provided howeverprovided, that (a) the representations and warranties contained in Sections 3.01 Section 5.13 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 (Tax MattersIntellectual Property) shall survive until thirty (the 30) calendar days after -month anniversary of the expiration of all applicable statutes of limitations orClosing Date, to the extent there is no applicable statute of limitations, indefinitely and (b) the representations and warranties contained in Section 3.22(l) 5.20 (Employee Benefit Plans) and Section 5.22 (Tax Matters), in each case, shall survive until the third anniversary date that is thirty (30) days after the applicable statute of limitations for such representations and warranties expires, and (c) the representations and warranties contained in Section 5.01 (Organization and Power), Section 5.02 (Authorization), Section 5.03(i) (Noncontravention), Section 5.04 (Capitalization), Section 6.01 (Organization and Power), Section 6.02 (Authorization), Section 6.03(i) (Noncontravention), Section 6.04 (Equity Interests), Section 7.01 (Organization and Power), Section 7.02 (Authorization) and Section 7.04 (Noncontravention) (the representations and warranties in clauses (b) and (c), the “Fundamental Representations”), in each case, shall survive indefinitely; provided, further, that any claim that is properly asserted in writing pursuant to this Article 10 prior to the expiration of the Closing Date. The covenants and agreements of the parties hereto contained in this Agreement survival period applicable to such representation or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing for the period explicitly specified therein (and if no such period is specified warranty set forth above shall survive until the expiration of all applicable statutes of limitations or, to the extent there such claim is no applicable statute of limitations, indefinitely)finally resolved and satisfied. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement All covenants and other agreements contained in respect of which indemnity may be sought under this Agreement shall survive the time at which it Closing in accordance with their respective terms. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 10.01 is shorter than the statute of limitations that would otherwise terminate pursuant have been applicable to such item, then, by contract, the preceding sentences, if a Claim Certificate applicable statute of limitations with respect to such representation, warranty or covenant has been delivered in accordance with this Article 6 prior item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time of such termination, until such time as every claim periods set forth in such Claim Certificate has been fully resolved pursuant this Section 10.01 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the time periods to this Article 6be enforced as agreed by the Parties.

Survival of Representations and Covenants. The representations and warranties of the parties hereto Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto shall survive until the Closing and shall expire on the last day termination of the Indemnity Escrow Period; provided howeverprovided, that (a) the representations and warranties contained in Sections 3.01 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 Section 5.21 (Tax Matters) (other than the representations and warranties in Section 5.21(p)) shall survive until the date that is thirty (30) calendar days after the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitationslimitations for such representations and warranties expires, indefinitely and (b) the representations and warranties contained in Section 3.22(l) (Employee Benefit Plans5.21(p) shall survive until the third anniversary Section 5.21(p) Survival Date, and (c) the Company Fundamental Representations and the Seller Fundamental Representations, in each case, shall survive indefinitely; provided, further, that any claim that is properly asserted in writing pursuant to this Article 10 prior to the expiration of the Closing Date. The covenants and agreements of the parties hereto contained in this Agreement survival period applicable to such representation or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing for the period explicitly specified therein (and if no such period is specified warranty set forth above shall survive until the expiration of all applicable statutes of limitations or, to the extent there such claim is no applicable statute of limitations, indefinitely)finally resolved and satisfied. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement All covenants and other agreements contained in respect of which indemnity may be sought under this Agreement shall survive the time at which it Closing in accordance with their respective terms. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 10.01 is shorter than the statute of limitations that would otherwise terminate pursuant have been applicable to such item, then, by contract, the preceding sentences, if a Claim Certificate applicable statute of limitations with respect to such representation, warranty or covenant has been delivered in accordance with this Article 6 prior item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time of such termination, until such time as every claim periods set forth in such Claim Certificate has been fully resolved pursuant this Section 10.01 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the time periods to this Article 6be enforced as agreed by the Parties.

Survival of Representations and Covenants. The covenants and obligations of each party shall survive indefinitely. The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto each party shall survive the Closing and shall expire the sale of the Shares to the Purchaser until midnight (New York City time) on the last day eighteen (18) month anniversary of the Indemnity PeriodClosing Date (the “Expiration Time”), at which time all Liability of the parties with respect to such representations and warranties shall be extinguished; provided provided, however, that (a) the representations and warranties of the Selling Stockholders set forth in Sections 3.01 3.1 (Corporate Existence and PowerOwnership of the Shares), 3.02 3.2 (Corporate Authorization)Authority; Binding Nature of Agreements) and 3.6 (Brokers) of Exhibit F, 3.05 the representations and warranties of Crest and the Selling Stockholders set forth in Sections 2.3 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 2.16 (Tax Matters), 2.23 (Authority; Binding Nature of Agreements) shall survive until thirty and 2.25 (30Brokers) calendar days after the expiration of all applicable statutes of limitations orExhibit E and, solely with respect to the extent there is no applicable statute of limitationsCompanies’ title to the Northstar System, indefinitely and (b) the representations and warranties of Crest and the Selling Stockholders set forth in Section 3.22(lSections 2.6 (Title to Assets) and 2.9(e) of Exhibit E (Employee Benefit Plansthe “Special Representations”) shall survive until the third anniversary lapse of the Closing Date. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing for the period explicitly specified therein (and if no such period is specified shall survive until the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitationslimitations period plus thirty (30) days (the “Special Representation Expiration Time”); provided, indefinitely). Notwithstanding the preceding sentencesfurther, any breach of representationthat if, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if a Claim Certificate with respect to such representation, warranty or covenant has been delivered in accordance with this Article 6 prior to the time of such terminationExpiration Time or the Special Representation Expiration Time, until such time as every applicable, a Purchaser Indemnified Party shall have duly delivered a Claim Notice in the manner set forth in Section 11.7, then the specific indemnification claim set forth in such Claim Certificate has been fully resolved pursuant to this Article 6Notice shall survive the Expiration Time or the Special Representation Expiration Time, as applicable (and shall not be extinguished thereby), until such claim is finally determined.

Survival of Representations and Covenants. The representations and warranties of the parties hereto Company, Parent and Merger Sub contained in this Agreement Section 4 and Section 5, in any certificate delivered pursuant to Section 7.2(d)(i) or Section 7.3(c)(i), or in any other agreement, certificate or other writing document delivered by or on behalf of Party pursuant hereto to this Agreement shall survive the Closing and shall expire on until the last day eighteen (18) month anniversary of the Indemnity PeriodClosing Date (the “Release Date”); provided however, except that (a) the representations and warranties in Sections 3.01 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 (Tax Matters) Fundamental Representations shall survive until thirty the sixth (306th) calendar days after anniversary of the expiration of all applicable statutes of limitations orClosing Date, to the extent there is no applicable statute of limitations, indefinitely and (b) the representations and warranties set forth in Section 3.22(l) 4.10 (Employee Benefit Plans) or Section 4.15 (Tax Matters) shall survive until sixty (60) days following the third anniversary expiration of the Closing Dateapplicable statute of limitations period. The covenants and agreements of the parties hereto Parties set forth in Section 6.1, Section 6.11 and Section 6.14 shall survive the Closing until the twelve (12) month anniversary of the Closing Date; all other covenants and agreements of the Parties which are to be performed at or prior to the Closing shall terminate upon the Closing, and the covenants and agreements of the Parties set forth in this Agreement which are required to be performed after the Closing shall survive the Closing in accordance with their respective terms or, where their terms do not so provide, until fully performed. No claim may be made or suit instituted seeking indemnification for breaches of representations, warranties, covenants or agreements contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing for the period explicitly specified therein (and if no such period is specified shall survive until the to this Section 9 after expiration of all the applicable statutes of limitations or, survival period in this Section 9.1 unless a written notice describing the matter subject to indemnification is provided to the extent there is no applicable statute of limitations, indefinitely). Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if a Claim Certificate with respect to such representation, warranty or covenant has been delivered Indemnitor in accordance with this Article 6 Section 9.3 prior to expiration of the time of such termination, until such time as every claim set forth applicable survival period in such Claim Certificate has been fully resolved pursuant to this Article 6Section 9.1.

Survival of Representations and Covenants. The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto shall survive until the 18 month anniversary of the Closing and shall expire on Date (the last day of the Indemnity Period; “Expiration Date”), provided however, that (a) the representations and warranties contained in Sections 3.01 2.1, 2.2, 2.3, 2.6, 2.10 (Corporate Existence and Powerother than Section 2.10(h)), 3.02 2.14, 3.1, 3.2 and 3.3 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 (Tax Mattersthe “Fundamental Representations”) shall survive the Closing until thirty (30) calendar days after the expiration lapse of all applicable statutes of limitations or, to the extent there is no applicable statute of limitationslimitations period (giving effect to any tolling of such period or other waiver, indefinitely and (bmitigation or extension thereof) if such period would extend past the Expiration Date; and, provided, further, that, notwithstanding the foregoing, the representations and warranties contained in Section 3.22(l) (Employee Benefit Plans) shall survive until the third anniversary of the Closing Date. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith 2.6 shall survive the Closing for until the period explicitly specified therein third (3rd) anniversary of the Closing, the representations and if no such period is specified warranties contained in Section 2.10 (other than Section 2.10(h)) shall survive the Closing until the fifth (5th) anniversary of the Closing, and the representations and warranties contained in Section 2.10(h) and the second sentence of Section 2.20 shall survive until the expiration of all the last-to-expire Valid Claim in the Company Patent Rights. Each party’s indemnification obligations with respect to each of the representations and warranties pursuant to this Agreement shall terminate when the applicable statutes representation or warranty terminates pursuant to this Section 9.1; provided, however, that such obligations to indemnify shall not terminate with respect to a particular item as to which, before the expiration of the applicable survival period, the party seeking indemnification has made a claim by delivering a timely notice of such claim (in accordance with the terms of this Section) to the parties from which indemnification is sought. As used in this Section 9.1, “statute of limitations” does not mean the three (3) year statute of limitations or, applicable to a claim for breach of contract. The parties to this Agreement agree that: (a) in the extent there is no case of the survival periods specified in this Section 9.1 ending upon the lapse of the applicable statute of limitationslimitations period (giving effect to any tolling of such period or other waiver, indefinitelymitigation or extension thereof). Notwithstanding , the preceding sentencesparties intend, any breach and hereby contractually agree, that such survival period shall be (and for the avoidance of representationdoubt shall not expire prior to the end of) the maximum period during which an action based on a written contract, warranty, covenant agreement or agreement in respect of which indemnity undertaking involving at least $100,000 may be sought under this Agreement shall survive the time at which it would otherwise terminate brought pursuant to Section 8106(c), Title 10 of the preceding sentencesDelaware Code, if a Claim Certificate and (b) in the case of the eighteen (18) month survival periods specified in this Section 9.1, the parties intend to shorten the applicable statute of limitations period with respect to such representation, warranty or covenant has been delivered in accordance with this Article 6 prior to the time of such termination, until such time as every claim set forth in such Claim Certificate has been fully resolved pursuant to this Article 6claims.

Survival of Representations and Covenants. The representations representations, warranties, covenants and warranties obligations of the parties hereto contained in each party to this Agreement or in any certificate or other writing delivered pursuant hereto shall survive the Closing and shall expire on the last day sale of the Indemnity PeriodAssets to the Purchaser. Subject to Section 4.1(c) hereto, all of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive until the first anniversary of the Closing Date; provided however, further that (ai) the representations and warranties representation set forth in Sections 3.01 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 (Tax MattersSection 2.12(c) shall survive until thirty (30) calendar the date that is 270 days from and after the expiration of all applicable statutes of limitations orClosing Date (including the Closing Date), to the extent there is no applicable statute of limitations, indefinitely and (bii) the representations covenants contained in Sections 1.3, 5.1, 5.2, 5.3, 6.2 and warranties in Section 3.22(l) (Employee Benefit Plans) 6.3 shall survive until the third anniversary of the Closing Date. Subject to Section 4.1(c), no Purchaser Indemnitee shall make any claim hereunder, including pursuant to Sections 2.5 and 2.12(b) hereof, against the Seller with respect to the subject matter of Section 2.12(c) after the date that is 270 days from and after the Closing Date (including the Closing Date). The representations, warranties, covenants and agreements obligations of the parties hereto contained in this Agreement Indemnifying Party, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or in otherwise affected by or as a result of any certificate information furnished to, or other writing delivered pursuant hereto any investigation made by or in connection herewith shall survive the Closing for the period explicitly specified therein (and if no such period is specified shall survive until the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitations, indefinitely). Notwithstanding the preceding sentencesany knowledge of, any breach of the Indemnitees or any of their Representatives. If a Claim Notice (as defined below) relating to any representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant obligation is given to the preceding sentencesIndemnifying Party on or prior to the first anniversary of the Closing Date (or, if a Claim Certificate in the case of Section 2.12(c) only, the date that is 270 days from and after the Closing Date (including the Closing Date)), then, notwithstanding anything to the contrary contained in this Section 4.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect (solely with respect to such representation, warranty or covenant has been delivered the claim specified in accordance with this Article 6 prior to the time of such termination, Claim Notice) until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 4.2) as specified in such Claim Notice 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 Definitively Resolved. 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 Indemnifying Party 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 direct or indirect result of such Breach. For purposes of this Agreement, each statement or other item of information set forth in such Claim Certificate has been fully resolved pursuant the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the applicable party in this Article 6Agreement.

Survival of Representations and Covenants. The representations and warranties of the parties hereto Parties contained in this Agreement Agreement, or in any certificate or other writing delivered pursuant hereto to Section 8.2(d)(i) or Section 8.3(c)(i), shall survive the Closing and shall expire on until the last day eighteen (18) month anniversary of the Indemnity Period; provided howeverClosing Date (the “Release Date”), except that (a) the representations and warranties contained in Sections 3.01 4.1(a) (Corporate Existence and Powerfirst sentence) (Organization), 3.02 4.2 (Corporate AuthorizationCapitalization of the Company), 3.05 4.3 (CapitalizationAuthority), 3.06 4.5 (Ownership of SharesConsents and Approvals; No Violations), 3.19 4.16 (Finders’ FeesBrokers), 5.1 (Authority, Consents and Approvals, No Violations), 5.2 (Ownership), 5.4 (Brokers), 6.2 (Authority), 6.3 (Consents and Approvals; No Violations) and 3.24 6.4 (Brokers), shall survive indefinitely (such representations and warranties collectively referred to as the “Fundamental Representations”), (b) the representations and warranties contained in Section 4.10 (Employee Plans), Section 4.11 (Environmental Matters) and Section 4.15 (Tax Matters) shall survive until thirty sixty (3060) calendar days after any claims based on such sections are barred by the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitationslimitations (such representations and warranties being collectively referred to as the “Limitations Representations”), indefinitely and (bc) the representations and warranties contained in Section 3.22(l) 4.12 (Employee Benefit PlansIntellectual Property) shall survive the Closing and continue in effect until the third three (3)-year anniversary of the Closing DateDate (such representations and warranties being collectively referred to as the “IP Representations”). The All representations and warranties of the Parties contained herein (other than the Fundamental Representations and the IP Representations) are collectively referred to as the “Non-Fundamental Representations”. All covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith set forth herein requiring performance shall survive the Closing for the period explicitly specified therein (and if no such period is specified shall survive until the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitations, indefinitely). Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if a Claim Certificate with respect to such representation, warranty or covenant has been delivered in accordance with this Article 6 prior to the time of such termination, until such time as every claim set forth in such Claim Certificate has been fully resolved pursuant to this Article 6their respective terms and shall survive indefinitely if no term is specified.

Survival of Representations and Covenants. (a) The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto Fundamental Representations shall survive the Closing and shall expire on the last day of the Indemnity Periodindefinitely; provided however, that (a) the representations and warranties in Sections 3.01 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 (Tax Matters) shall survive until thirty (30) calendar days after the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitations, indefinitely and (b) the representations and warranties set forth in Section 3.22(l3.13 (Taxes) shall survive until the date that is the earlier of (Employee Benefit Plansi) sixty (60) days following the expiration of the applicable statute of limitations and (ii) the eighth (8th) anniversary of the Closing Date; (c) the representations and warranties set forth at Section 3.14(a) - 3.14(d) shall survive until the third (3rd) anniversary of the Closing Date (the “Specified Environmental Representations”); and (d) all other representations and warranties of the parties contained herein shall survive the Effective Time until 5:00 p.m. New York City time on the date which is the one-year anniversary of the Closing Date (as applicable, the “Representation Survival Date”). The All covenants and agreements which by their terms or otherwise contemplate performance prior to the Closing Date, shall terminate on the one-year anniversary of the Closing Date and all other covenants and agreements of the parties hereto contained set forth in Article 6 or elsewhere in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith Agreement, which by their terms, otherwise contemplate performance after the Closing Date shall survive the Closing for the period explicitly specified therein in which they are required to be performed (and if no such period is specified shall survive until the expiration of all applicable statutes of limitations oreach, to the extent there is no applicable statute of limitations, indefinitelya “Covenant Survival Date”). Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought A claim for indemnification under this Agreement shall survive must be asserted by written notice delivered prior to 5:00 P.M. New York City time on the time at which it would otherwise terminate pursuant Representation Survival Date or Covenant Survival Date applicable to the preceding sentencesunderlying provisions of this Agreement to which such claim relates, and if a Claim Certificate with respect written notice is received prior to such representationtime, warranty or covenant has been delivered in accordance with this Article 6 prior to the time of such termination, until such time as every claim set forth in any such Claim Certificate has been notice shall survive until such claim is fully resolved pursuant to this Article 6resolved.

Survival of Representations and Covenants. The Except as otherwise set forth in this Section 9.1, the representations and warranties of the parties hereto Company, Parent and Merger Sub contained in this Agreement ARTICLE III and ARTICLE IV, or in any certificate or other writing delivered pursuant hereto to Section 6.2(e) or Section 6.3(d), shall survive the Closing and shall expire on the last day of the Indemnity Period; provided howeveruntil March 15, that (a) the 2020. The representations and warranties in Sections 3.01 Section 3.1 (Corporate Existence Organization and Power), 3.02 Section 3.2 (Corporate AuthorizationAuthorization of Agreement), 3.05 Section 3.4 (Capitalization; Operating Subsidiaries), 3.06 Section 3.24 (Ownership of SharesFinancial Advisors), 3.19 Section 4.1 (Finders’ FeesOrganization and Power), Section 4.2 (Authorization of Agreement), Section 4.5 (Financial Capability), Section 4.6 (Solvency), and Section 4.8 (Financial Advisors) and 3.24 (Tax Matterscollectively, the “Fundamental Representations”) shall survive until thirty the earlier of (30A) calendar days after the expiration of the statute of limitations applicable for breach of contract claims in the State of Delaware and (B) the six (6)-year anniversary of the Closing Date. The representations and warranties contained in Section 3.10 (Taxes) shall survive until the earlier of (A) the expiration of all applicable statutes of limitations or(giving effect to any waiver, to the extent there is no applicable statute of limitationsmitigation, indefinitely or extension thereof) plus 60 days and (bB) the representations and warranties in Section 3.22(l) six (Employee Benefit Plans) shall survive until the third 6)-year anniversary of the Closing Date. The All covenants set forth herein to be performed prior to or at the Closing shall terminate at the Closing, and agreements of all other covenants set forth herein to be performed after the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith Closing shall survive the Closing in accordance with their respective terms. It is the express intent of the Parties that, if an applicable survival period set forth in this Section 9.1 is shorter than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to the survival period contemplated hereby. Any claim for the period explicitly specified therein (indemnity under this Agreement with respect to any breach of any representation, warranty or covenant shall be deemed time-barred, and if no such claim shall be made after the survival period specified in this Section 9.1; provided, however, that if a claim notice is specified shall survive until delivered in good faith pursuant to and in accordance with the requirements of this ARTICLE IX with respect to any breach of any representation, warranty or covenant prior to the expiration of all the applicable statutes of limitations orsurvival period, to the extent there is no applicable statute of limitations, indefinitely). Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought indemnification claim under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if a Claim Certificate ARTICLE IX with respect to such representation, warranty or covenant has been delivered in accordance with this Article 6 prior to the time of such termination, shall survive until such time as every indemnification claim set forth in such Claim Certificate has been fully is finally resolved pursuant to this Article 6ARTICLE IX.

Survival of Representations and Covenants. The respective representations and warranties of the parties Companies, the Company Shareholders, Parent and the Merger Subs contained in this Agreement, or in any of the Ancillary Agreements, as the case may be, or in any Exhibit or Schedule delivered pursuant hereto or thereto shall survive the Closing Date, but shall expire on the earlier of the first anniversary of the Closing Date or the Parent's first public announcement of its earnings following completion by Parent's independent public accountants of the first audit of Parent's financial statements following the Closing Date covering the combined operations of Parent and the Companies, except that (i) the Companies' and the Company Shareholders' representations and warranties in Sections 4.16, 4.17, 4.19 and 9.02 hereof shall expire upon the expiration of all statutes of limitation applicable thereto; and (ii) the Companies' and the Company Shareholders' representations and warranties in Section 4.02, 4.05 and 4.24 hereof, and Parent's and the Merger Subs' representations and warranties in Section 5.02, 5.03, 5.04, 5.06, 5.08 and 5.09 hereof, shall survive indefinitely, and except with respect to, and to the extent of, any claim of which written notice specifying, in reasonable detail, the nature and amount of the claim has been given by one party to the other prior to such expiration. The respective covenants and agreements of the Companies, the Company Shareholders, Parent and the Merger Subs contained in this Agreement or in any certificate Exhibit or other writing delivered pursuant Schedule attached hereto shall survive (including, without limitation, the Closing and shall expire on the last day respective indemnification obligations of the Indemnity Period; provided however, that (a) the representations Company Shareholders and warranties Parent set forth in Sections 3.01 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees11.02(a) and 3.24 (Tax Matters) shall survive until thirty (30) calendar days after the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitations, indefinitely and (b) the representations and warranties in Section 3.22(l) (Employee Benefit Planshereof) shall survive until the third anniversary consummation of the Closing Date. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing for the period explicitly specified therein (and if no such period is specified shall survive until the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitations, indefinitely). Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if a Claim Certificate with respect to such representation, warranty or covenant has been delivered in accordance with this Article 6 prior to the time of such termination, until such time as every claim set forth in such Claim Certificate has been fully resolved pursuant to this Article 6Mergers.