Common use of Survival of Representations and Covenants Clause in Contracts

Survival of Representations and Covenants. All representations, warranties, covenants and agreements of the Sunbelt Shareholders contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of NSI until the end of the Escrow Period; provided, however, that the representations and warranties contained in Section 3.6 and 3.16 shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All representations, warranties, covenants and agreements of NSI contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of the Sunbelt Shareholders until the end of the Escrow Period. Notwithstanding the foregoing, all covenants and agreements set forth in this Agreement that are to be performed following the Closing Date shall survive the Closing and continue in full force and effect until such covenants and agreements are performed in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitations.

Survival of Representations and Covenants. All (a) The representations, warranties, covenants and agreements obligations of the Sunbelt Shareholders contained each party set forth in this Agreement or any Transactional Agreement shall survive the Closing and Date, but not any investigation at any time made by or on behalf Change of NSI until the end Control of the Escrow Period; providedPurchaser, however, that except for the representations and warranties covenant contained in Section 3.6 9.8 hereof or unless otherwise agreed. Any representation made relating to Tax matters and 3.16 representation relating to the capitalization of the Company shall survive the Closing and continue until the expiration of the statute of limitation period or periods applicable to them, including any statute of limitations governing fraud. All other representations and provided further that warranties (as well as covenants and obligations to be performed prior to the indemnification obligations of the Sunbelt Shareholders pursuant to clause (bClosing Date) of the first sentence parties in this Agreement or any Transactional Agreement shall terminate on the date 15 months after the Closing Date. If the Purchaser shall give the Company and the Stockholder Representative written notice of Section 8.1 shall also survive until a claim prior to the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreementsurvival period, then (notwithstanding the expiration of such time period) relevant representation or warranty or covenant, as the representationcase may be, warranty, covenant or agreement applicable shall survive as to such claim until such claim shall survive untilhave been finally resolved. (b) For purposes of this Agreement, but only for purposes of, although each statement or other item of information set forth in the resolution of Company Disclosure Schedule qualifies the claim specific representation and warranty to which such retained Escrow Amounts or information refers, all such statements and other assets relate. All items of information set forth in the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Stockholders in this Agreement. (c) The representations, warranties, covenants and agreements of NSI contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf obligations of the Sunbelt Shareholders until Company or the end Selling Stockholders are made to the Purchaser and for the benefit of the Escrow Period. Notwithstanding the foregoing, all covenants and agreements set forth each Indemnitee (as defined in this Agreement that are to be performed following the Closing Date shall survive the Closing and continue in full force and effect until such covenants and agreements are performed in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitationsSection 11.2(a) below).

Survival of Representations and Covenants. All representations, warranties, covenants The representations and agreements warranties of the Sunbelt Shareholders Companies, Parent, Buyer and Marcus contained in Article 3 and Article 4 or in any certificate or in any certificate delivered by one party to another party pursuant to this Agreement shall survive the Closing and any investigation at any time made by or on behalf of NSI until April 15, 2020; provided that the Specified Representations shall survive the Closing until the end of the Escrow Period; provided, however, date that the representations and warranties contained in Section 3.6 and 3.16 shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause is sixty (b60) of the first sentence of Section 8.1 shall also survive until days after the expiration of the applicable statute of limitations. If Escrow Amounts , and the Fundamental Representations shall survive the Closing until the date that is sixty (60) months following the Closing Date; and provided, further, that if any breach, act, omission, disclosure or other assets are retained in failure to disclose shall form the Escrow Fund beyond basis for a claim for indemnification for breach of more than one representation or warranty and such claims for indemnification have different periods of survival hereunder, then the expiration of the survival period specified in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such one claim shall not affect the right of any Person entitled to indemnification pursuant to this Agreement to make a claim for indemnification based on the breach of representation or warranty still surviving. Claims for indemnification under Section 8.2(a)(iii) and (iv) shall survive until, but only for purposes of, the resolution of Closing until the claim to which such retained Escrow Amounts or other assets relatedate that is sixty (60) months following the Closing Date. All representations, warranties, The covenants and agreements of NSI contained in this Agreement shall survive in accordance with their terms and, unless a specific survival period is set forth in the Closing context of any such covenant, terminate only when and any investigation at any time made by or on behalf of the Sunbelt Shareholders until the end of the Escrow Periodif such covenants are fully performed. Notwithstanding the foregoing, all covenants any claims asserted in good faith with reasonable specificity and agreements set forth in this Agreement that are writing by notice from the non-breaching party to be performed following the Closing Date shall survive breaching party prior to the Closing and continue in full force and effect until such covenants and agreements are performed in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute survival period shall not thereafter be barred by the expiration of limitationssuch survival period and such claims shall survive until finally resolved.

Survival of Representations and Covenants. All representationsSubject to the limitations and other provisions of this Agreement, warranties, covenants and agreements of the Sunbelt Shareholders contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of NSI until the end of the Escrow Period; provided, however, that the representations and warranties contained in Section 3.6 Article III, Article IV and 3.16 Article V herein shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months from the Closing Date; provided, however that (i) the Special Representations shall survive until the expiration of the applicable statute of limitations limitations, (ii) the representations and provided further that warranties in Section 4.12 shall survive for a period of three (3) years from the indemnification obligations of Closing Date, and (iii) any claims arising from fraud shall survive the Sunbelt Shareholders pursuant Closing Date indefinitely subject to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of the any applicable statute of limitationslimitations that may apply after discovery of such fraud. If Escrow Amounts All of the covenants or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All representations, warranties, covenants and agreements of NSI contained in this Agreement shall survive the Closing and any investigation at any time made Date indefinitely or for the period contemplated by or on behalf of the Sunbelt Shareholders until the end of the Escrow Periodtheir respective terms. Notwithstanding the foregoing, all any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved. The right to indemnification, payment of damages or other remedy based on any representations, warranties, covenants and agreements set forth obligations contained in this Agreement that are to shall not be performed following affected by and will survive any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the Closing Date shall survive Date, with respect to the Closing and continue in full force and effect until accuracy or inaccuracy or compliance with, any such covenants and agreements are performed in accordance with the terms of this Agreement. In additionrepresentation, notwithstanding the foregoingwarranty, in the case of any fraudulent breach of a representation covenant or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitationsobligation.

Survival of Representations and Covenants. All representationsSubject to the limitations and other provisions of this Agreement, warranties, covenants and agreements of the Sunbelt Shareholders contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of NSI until the end of the Escrow Period; provided, however, that the representations and warranties contained in Section 3.6 Article III, Article IV and 3.16 Article V herein shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months from the Closing Date; provided, however that (i) the Special Representations shall survive until the expiration of the applicable statute of limitations limitations, (ii) the representations and provided further that warranties in Section 4.12 shall survive for a period of three (3) years from the indemnification obligations of Closing Date; and (iii) any claims arising from fraud shall survive the Sunbelt Shareholders pursuant Closing Date indefinitely subject to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of the any applicable statute of limitationslimitations that may apply after discovery of such fraud. If Escrow Amounts All of the covenants or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All representations, warranties, covenants and agreements of NSI contained in this Agreement shall survive the Closing and any investigation at any time made Date indefinitely or for the period contemplated by or on behalf of the Sunbelt Shareholders until the end of the Escrow Periodtheir respective terms. Notwithstanding the foregoing, all any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved. The right to indemnification, payment of damages or other remedy based on any representations, warranties, covenants and agreements set forth obligations contained in this Agreement that are to shall not be performed following affected by and will survive any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the Closing Date shall survive Date, with respect to the Closing and continue in full force and effect until accuracy or inaccuracy or compliance with, any such covenants and agreements are performed in accordance with the terms of this Agreement. In additionrepresentation, notwithstanding the foregoingwarranty, in the case of any fraudulent breach of a representation covenant or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitationsobligation.

Survival of Representations and Covenants. All representations, warranties, covenants The representations and agreements warranties of the Sunbelt Shareholders Companies, Parent, Buyer and Marcus contained in Article 3 and Article 4 or in any certificate or in any certificate delivered by one party to another party pursuant to this Agreement shall survive the Closing and any investigation at any time made by or on behalf of NSI until April 15, 2020; provided that the Specified Representations shall survive the Closing until the end of the Escrow Period; provided, however, date that the representations and warranties contained in Section 3.6 and 3.16 shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause is sixty (b60) of the first sentence of Section 8.1 shall also survive until days after the expiration of the applicable statute of limitations. If Escrow Amounts , and the Fundamental Representations shall survive the Closing until the date that is sixty (60) months following the Closing Date; and provided, further, that if any breach, act, omission, disclosure or other assets are retained in failure to disclose shall form the Escrow Fund beyond basis for a claim for indemnification for breach of more than one representation or warranty and such claims for indemnification have different periods of survival hereunder, then the expiration of the survival period specified in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such one claim shall not affect the right of any Person entitled to indemnification pursuant to this Agreement to make a claim for indemnification based on the breach of representation or warranty still surviving. Claims for indemnification under Section 8.2(a)(iii) and (iv) shall survive until, but only for purposes of, the resolution of Closing until the claim to which such retained Escrow Amounts or other assets relatedate that is sixty (60) months following the Closing Date. All representations, warranties, The covenants and agreements of NSI contained in this Agreement shall survive in accordance with their terms and, unless a specific survival period is set forth in the Closing context of any such covenant, terminate only when and any investigation at any time made by or on behalf of the Sunbelt Shareholders until the end of the Escrow Periodif such covenants are fully performed. Notwithstanding the foregoing, all covenants any claims asserted in good faith with reasonable specificity and agreements set forth in this Agreement that are writing by notice from the non-breaching party to be performed following the Closing Date shall survive breaching party prior to the Closing and continue in full force and effect until such covenants and agreements are performed in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute survival period shall not thereafter be barred by the expiration of limitations.such survival period and such claims shall survive until finally resolved. 69

Survival of Representations and Covenants. All representations, warranties, (a) The covenants and agreements of each Party shall survive the Sunbelt Shareholders Closing for the periods specified in such covenants and agreements, or if no period is specified, until the second anniversary of the Closing. (b) The representations and warranties of Seller contained in this Agreement shall remain in full force and effect and shall survive for fifteen (15) months from the Closing and any investigation at any time made by or on behalf of NSI until the end of the Escrow PeriodClosing; provided, however, that the foregoing expiration date shall not apply to (i) claims based on fraud or misconduct which shall survive for the applicable statute of limitations and (ii) claims related to breaches of the representations and warranties contained in Section 3.6 2.1 (Organization), Section 2.2 (Due Authorization; Enforceability) and 3.16 Section 2.4 (Ownership of Membership Interests), which shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of for the applicable statute of limitations. If Escrow Amounts ; provided, further, however, that if Buyer notifies Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer on or other assets are retained in prior to the Escrow Fund beyond applicable expiration of the period specified in the Escrow Agreementdate, then (notwithstanding the expiration of such time period) the representation, warranty, covenant representation or agreement applicable to such claim warranty shall survive untilnot so expire, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All representations, warranties, covenants and agreements of NSI contained in this Agreement rather shall survive the Closing and any investigation at any time made by or on behalf of the Sunbelt Shareholders until the end of the Escrow Period. Notwithstanding the foregoing, all covenants and agreements set forth in this Agreement that are to be performed following the Closing Date shall survive the Closing and continue remain in full force and effect until such covenants time as such claim has been fully and agreements are performed in accordance with the terms of this Agreement. In additionfinally resolved, notwithstanding the foregoing, in the case of any fraudulent breach either by means of a written settlement agreement or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (c) The representations and warranties of Buyer contained in this Agreement shall survive for fifteen (15) months from the Closing; provided, however, that if Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Seller on or prior to the applicable expiration date, then such representation or warranty or intentional breach 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 covenant written settlement agreement or by either partymeans of a final, the representations and/or warranties and/or covenants that are the subject non-appealable judgment issued by a court of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitationscompetent jurisdiction.

Survival of Representations and Covenants. All (a) The representations, warranties, covenants and agreements obligations of each party shall survive (without limitation): (i) the Closing and the sale of the Sunbelt Shareholders contained Shares to the Purchaser; (ii) any sale or other disposition of any or all of the Shares by the Purchaser; and (iii) any Acquisition Transaction effected by or otherwise involving the Purchaser or the Company. Subject to Section 9.1(b) and Section 9.1(d), all of the representations and warranties made by the Company and/or the Selling Stockholder in this Agreement shall survive and the representations and warranties set forth in the Closing Certificate and any investigation at any time made by or the Consideration Certificate, in each case other than the representations and warranties referred to in Section 9.1(b), shall expire on behalf of NSI until the end first anniversary of the Escrow PeriodClosing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee delivers to the Selling Stockholder a written notice alleging the existence an inaccuracy in or a breach of any of such representations and warranties and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (b) Notwithstanding anything to the contrary contained in Section 9.1(a), but subject to Section 7.1(d): (i) the representations and warranties set forth in Section 2.17 shall survive the Closing Date until the date that is 30 days after the date of expiration of all applicable statutes of limitation (and any extensions thereof) with respect thereto and the representations and warranties set forth in Section 2.12 shall survive the Closing Date until the third anniversary of the Closing Date; provided, however, that if, at any time prior to the applicable expiration date, any Indemnitee delivers to the Selling Stockholder a written notice alleging the existence an inaccuracy in or a breach of any of such representations and warranties and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved; and (ii) the representations and warranties set forth in Sections 2.3, 2.26 and 2.29 shall survive the Closing Date indefinitely and shall never expire. (c) All representations and warranties made by the Purchaser shall terminate and expire as of second anniversary of the Closing Date. (d) Notwithstanding anything to the contrary contained in Section 3.6 9.1(a) or Section 9.1(b), the limitations set forth in Sections 9.1(a) and 3.16 9.1(b) shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained not apply in the Escrow Fund beyond expiration case of the period specified in the Escrow Agreement, then claims based upon intentional misrepresentation or fraud. (notwithstanding the expiration of such time periode) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All The representations, warranties, covenants and agreements obligations of NSI contained in this Agreement the Company and the Selling Stockholder, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing and not be limited or otherwise affected by or as a result of any information furnished to, or any investigation at any time made by or on behalf Knowledge of, any of the Sunbelt Shareholders until the end Indemnitees or any of the Escrow Period. Notwithstanding the foregoingtheir Representatives. (f) For purposes of this Agreement, all covenants and agreements each statement or other item of information set forth in this Agreement that are the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be performed following a representation and warranty made by the Closing Date shall survive Company and the Closing and continue Selling Stockholder in full force and effect until such covenants and agreements are performed in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitations.

Survival of Representations and Covenants. All Subject to ----------------------------------------- the limitations contained in Article X, all representations, warranties, covenants and agreements of the Sunbelt Shareholders Zanova contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of NSI Onvia until, and the right to make claims thereunder shall terminate upon, (a) the thirtieth day following the expiration of the statute of limitations applicable to any Tax liability for any misrepresentation or breach of warranty made in Section 3.5, (b) the third anniversary of the Closing Date for any misrepresentation or breach of warranty made in Section 3.8, (c) in the case of any breach with respect to fraud, intentional misrepresentation or active concealment, the representations and warranties of Zanova shall survive until sixty days following the expiration of any applicable statute of limitations (including any extensions thereof), and (d) until the end of the Escrow Period; providedPeriod for all other representations, howeverwarranties, that the representations covenants and warranties contained in Section 3.6 and 3.16 shall survive until the expiration agreements of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of the applicable statute of limitationsZanova. If Escrow Amounts Shares or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Depository Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts Shares or other assets relate. All representations, warranties, covenants and agreements of NSI Onvia contained in this Agreement shall survive terminate as of the first anniversary of the Closing and any investigation at any time made by or on behalf of Date, provided, however, that the Sunbelt Shareholders until the end of the Escrow Period. Notwithstanding the foregoing, all covenants and agreements set forth contained in this Agreement that are to be performed following the Closing Date Article VI and Section 9.3, and Articles X and XI, shall survive the Closing and shall continue in full force and effect until such covenants and agreements are performed in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitationseffect.

Survival of Representations and Covenants. All representations, warranties, covenants The representations and agreements warranties of the Sunbelt Shareholders contained in this Agreement each party shall survive the Closing hereunder and any investigation continue in full force and effect until their expiration at any time made by or 5:00 p.m. (California time) on behalf of NSI until the end eighteen (18) month anniversary of the Escrow Period; providedClosing Date, however, except that (i) the representations and warranties contained in Section 3.6 2.18 (Tax) shall continue in full force and 3.16 shall survive effect until the sixtieth (60th) day following the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then (notwithstanding the expiration of such time periodii) the representation, warranty, covenant or agreement applicable to such claim Fundamental Representations shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relatecontinue in full force and effect indefinitely. All representations, warranties, covenants and agreements of NSI contained in this Agreement herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and any investigation remain in full force and effect in accordance with their terms, except that the Seller’s indemnification covenant set forth in [*****] shall expire [*****] (unless earlier terminated pursuant to the terms of [*****]. All covenants and agreements contained herein which by their terms contemplate full performance at any time made by or prior to Closing shall terminate on behalf of the Sunbelt Shareholders until the end of the Escrow PeriodClosing. Notwithstanding the foregoing, all covenants if an Indemnification Demand relating to a representation and agreements set forth warranty or covenant is given to the Seller or the Purchaser, as applicable, on or prior to the time and date of expiration for such representation or warranty or covenant, then, notwithstanding anything to the contrary contained in this Agreement that are to be performed following Section 8.1, such representation or warranty or covenant shall not, solely for the Closing Date purposes of such Indemnification Demand, so expire, but rather shall survive the Closing and continue remain in full force and effect until such covenants time as each and agreements are performed every Claim set forth in accordance with such Indemnification Demand has been fully and finally resolved. It is the terms express intent of the parties that, if the applicable survival period for an item for indemnification purposes as contemplated by this Agreement. In additionSection 8.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, notwithstanding the foregoingthen, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either partycontract, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitationslimitations with respect to such item shall be reduced to the shortened survival period contemplated hereby for indemnification purposes. The parties further acknowledge that the time periods set forth in this Section 8.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation between the parties and that they intend for the time periods to be enforced as agreed by the parties.

Survival of Representations and Covenants. All (a) The representations, warranties, covenants and agreements obligations of the Sunbelt Shareholders contained each party set forth in this Agreement or any other Transactional Agreement shall survive the Closing Date to the extent provided in this Section 11.1(a). Section 5.28(a) and any investigation at any time made by covenants or on behalf of NSI until the end obligations of the Escrow Period; providedRepresenting Parties and the Purchaser set forth in Sections 1, however2, that 3, 9.6, 9.7, 9.8, 10, 11 and 12 of this Agreement to be performed after the representations and warranties contained in Section 3.6 and 3.16 Closing shall survive the Closing and continue until the expiration of the applicable statute of limitations limitation period or periods applicable to them. All other representations and provided further that warranties (as well as covenants and obligations to be performed prior to the indemnification obligations of the Sunbelt Shareholders pursuant to clause (bClosing Date) of the parties in this Agreement or any other Transactional Agreement shall survive until the first sentence anniversary of Section 8.1 the Closing Date. Notwithstanding the foregoing, the fraudulent breach of any representation or warranty shall also survive the Closing Date and continue until the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then limitations governing fraud. (notwithstanding the expiration of such time periodb) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All The representations, warranties, covenants and agreements obligations of NSI contained in this Agreement the respective parties, and the rights and remedies that may be exercised by any of them, shall survive the Closing and not be limited or otherwise affected by or as a result of any information furnished to, or any investigation at made by, or the Knowledge of, any time made by or on behalf of the Sunbelt Shareholders until the end parties or any of the Escrow Period. Notwithstanding the foregoingtheir respective representatives. (c) For purposes of this Agreement, all covenants and agreements although each statement or other item of information set forth in this Agreement that are the Company Disclosure Schedule or the Purchaser Disclosure Schedule qualifies the specific representation and warranty to which such information refers, all such statements and other items of information set forth in the Company Disclosure Schedule or the Purchaser Disclosure Schedule shall be deemed to be performed following a representation and warranty made by the Closing Date shall survive Company, the Closing and continue Representing Party or the Purchaser, as applicable, in full force and effect until such covenants and agreements are performed in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitations.

Survival of Representations and Covenants. All None of the representations, warranties, covenants covenants, and agreements of the Sunbelt Shareholders contained in this Agreement shall survive the Principal Closing and (the date on which any investigation at any time made by such representation, warranty or on behalf of NSI until covenant ceases to survive, as applicable, being referred to herein as the end of the Escrow Period; provided“Survival Period Termination Date”), however, that the representations and warranties contained in Section 3.6 and 3.16 shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause except for (b) of the first sentence of Section 8.1 shall also survive until the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then (notwithstanding the expiration of such time perioda) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All representations, warranties, covenants and agreements of NSI contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of the Sunbelt Shareholders until the end of the Escrow Period. Notwithstanding the foregoing, all covenants and agreements set forth in this Agreement that by their terms are to be performed following in whole or in part after the Principal Closing Date (including with respect to the Subsequent Closing) (a “Post-Closing Covenant”), which covenants and agreements shall survive the Closing and continue remain in full force and effect until such in accordance with their express terms, (b) the covenants and agreements are performed in accordance Section 5.07, which shall survive the Principal Closing until the sixth (6th) anniversary of the Principal Closing Date, (c) the Seller Fundamental Representations, which shall survive the Principal Closing until the sixth (6th) anniversary of the Principal Closing Date, at which date such Seller Fundamental Representations shall terminate, and (d) the Specified Interim Representations, which (i) to the extent related to the Group Companies (other than the Subsequent Transferred Company) or the Transferred Units, shall survive the Principal Closing until the end of the Principal Closing Date, after which date such Specified Interim Representations shall terminate, and (ii) to the extent related to the Subsequent Transferred Company or the Subsequent Transferred Units, shall survive the Principal Closing until the end of the Subsequent Closing Date, after which date such Specified Interim Representations shall terminate; provided, however, that nothing herein shall limit the ability of Seller or Purchaser to bring any claims related to Actual Fraud after the Survival Period Termination Date. The expiration of any representation or warranty or any Post-Closing Covenant shall not affect any indemnification claim for breaches of representations or warranties or any Post-Closing Covenant with respect to the matters set forth in a corresponding Claim Notice if a Claim Notice with respect to such indemnification claim is delivered prior to the applicable Survival Period Termination Date. The parties acknowledge and agree that with respect to any claim that any party may have against the other party that is permitted pursuant to the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants Survival Period Termination Dates set forth and agreed to in this Section 8.07 shall govern when any such claim may be brought and shall replace and supersede any statute of limitations that are may otherwise be applicable. Notwithstanding anything to the subject of such fraud or intentional misconduct contrary herein, this Section 8.07 shall not terminate until 11:59 p.m. New York, New York time on the day of expiration limit any claim or recovery available to any of the Purchaser Indemnitees under the R&W Insurance Policy or any other insurance policy applicable statute of limitationsto any Purchaser Indemnitees or the Transactions (including the Available Insurance Policies).

Survival of Representations and Covenants. Subject to the limitations and other provisions of this Agreement, (i) the representations and warranties of the Company and LGCS Holdco in ARTICLE III of this Agreement and (ii) claims for indemnification pursuant to this Article VIII shall survive the Closing and shall expire at until 5:00 p.m. Eastern time on the date that is twelve (12) months following the Closing Date; provided, that any claim involving Fraud regarding any representation or warranty of the Company shall survive the Closing until thirty (30) days after the date on which the statute of limitations applicable to such claim shall have expired. The representations and warranties of Parent and Merger Sub in Article IV of this Agreement and pursuant to any certificate to be delivered pursuant to Article VII of this Agreement, and all covenants and agreements of Parent and Merger Sub that require performance in full prior to the Closing, shall not survive the Closing (for clarity, the operation of this sentence shall in no way limit or affect the ability of the Stockholders’ Representative to seek specific performance of Parent’s obligations under Article II pursuant to Section 10.12 hereof on behalf of the Stockholders). All representations, warranties, covenants and agreements of the Sunbelt Shareholders Company and LGCS Holdco contained in this Agreement that require performance in full prior to the Closing (and any rights arising out of any breach of such covenants and agreements) (each, a “Pre-Closing Covenant”), in each case, shall terminate and be of no further force and effect effective at the Closing and shall not survive the Closing for any purpose hereunder and neither the Company, nor any of their respective Affiliates, shall have any liability whatsoever with respect to any Pre-Closing Covenants. The covenants and agreements of the parties in this Agreement that by their terms apply or are to be performed, in whole or in part, at or after the Closing (and any rights arising out of any breach of such covenants and agreements), in each case, shall survive the Closing and any investigation at any time made by or on behalf of NSI until the end of the Escrow Period; provided, however, that the representations shall remain in full force and warranties contained in Section 3.6 and 3.16 shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained in the Escrow Fund beyond expiration of effect for the period specified provided in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All representations, warranties, covenants and agreements of NSI contained in this Agreement shall survive the Closing and any investigation at any time made by agreements, if any, or on behalf of the Sunbelt Shareholders until the end of the Escrow Periodfully performed. Notwithstanding the foregoing, all covenants and agreements with respect to any claim asserted in writing by a Parent Indemnitee pursuant to this Article VIII prior to the expiration date of the applicable survival period set forth in this Agreement that are Section 8.1 the indemnification obligations hereunder with respect to be performed following such claim, and the Closing Date claim so asserted, shall survive the Closing and continue in full force and effect until such covenants and agreements are performed finally resolved in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitationsArticle VIII.