Common use of Survival of Representations and Warranties and Agreements Clause in Contracts

Survival of Representations and Warranties and Agreements. (a) The representations and warranties of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the first anniversary of the Closing Date, except that (i) the representations and warranties contained in Sections 3.01, 3.02, 4.01, 4.02 and those portions of Sections 4.11 and 4.12 relating to title to the Transferred Assets shall survive indefinitely or until the latest date permitted by Law, (ii) the representations and warranties contained in Sections 4.06 and 4.10 shall survive until the third anniversary of the Closing Date and (iii) the representations and warranties contained in Section 4.07 shall survive the Closing until 60 days following the expiration of all relevant statutes of limitations (giving effect to any extensions or waivers thereof). The covenants and agreements of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for any breach of Section 5.01, (ii) on and after the second anniversary of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closing.

Survival of Representations and Warranties and Agreements. All representations, warranties and covenants of Buyer, the Company and each Selling Shareholder contained in this Agreement shall survive the Closing, regardless of any investigation made by or on behalf of any other Party or the knowledge of any of its Affiliates, officers, directors, employees, agents or representatives and shall continue thereafter in full force and effect. The representations and warranties set forth in this Agreement shall survive thereafter as follows: (a) The the representations and warranties of the parties contained Company set forth in this Agreement or Sections 3.1 (Organization; Good Standing; Qualification and Power), 3.3 (Company Shares; Securities) 3.4 (Authority), 3.8 (Tax and Tax Returns), and 3.10 (Intellectual Property), the representations and warranties of the Selling Shareholders set forth in any certificate or other writing delivered pursuant hereto or Sections 4.1 (Title; Absence of Certain Contracts), 4.2 (Power and Authority), and the representations and warranties of Buyer set forth in connection herewith Sections 5.1 (Organization; Good Standing; Qualification and Power) and 5.2 (Authority) (collectively, the “Fundamental Representations”), shall survive the Closing (i) until the first third (3rd) anniversary of the Closing Date, except that in the case of Section 3.10 (iIntellectual Property) and (ii) until expiration of the applicable statute of limitations, in the case of all other Fundamental Representations and (b) all other representations and warranties contained set forth in Sections 3.01, 3.02, 4.01, 4.02 and those portions of Sections 4.11 and 4.12 relating to title to this Agreement (the Transferred Assets shall survive indefinitely or until the latest date permitted by Law, (ii“General Representations”) the representations and warranties contained in Sections 4.06 and 4.10 shall survive until the third anniversary Expiration Date. Notwithstanding the foregoing, no right to indemnification pursuant to Article 8 in respect of any claim based upon any failure of a representation or warranty that is set forth in a Notice of Claim delivered prior to the applicable expiration of the Closing Date and (iii) the representations and warranties contained in Section 4.07 survival period of such representation or warranty shall survive the Closing until 60 days following be affected by the expiration of all relevant statutes the survival period of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Buyer Indemnities (as defined below) under this Article 8 or otherwise to seek recovery of Damages (as defined below) arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Selling Shareholder until the expiration of any applicable statute of limitations (giving effect to any extensions or waivers thereof)with respect thereto. The Following the Closing, all covenants and agreements of the parties contained in this Agreement Parties shall expire and be of no further force or in any certificate or other writing delivered effect except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, to Article 8 in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for claim based upon any breach of Section 5.01, (ii) on and after a covenant shall be affected by the second anniversary expiration of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closingsuch covenant.

Survival of Representations and Warranties and Agreements. (ag) The representations and warranties of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the first anniversary of date that is 18 months after the Closing Date, except that (i) the representations and warranties contained in Sections 3.01, 3.02, 4.01, 4.02 each of the Purchaser Fundamental Representations and those portions of Sections 4.11 and 4.12 relating to title to the Transferred Assets Seller Fundamental Representations shall survive indefinitely or until the latest date permitted by Lawindefinitely, (ii) the representations and warranties contained in Sections 4.06 and 4.10 shall survive until the third anniversary of the Closing Date and (iii) the representations and warranties contained in Section 4.07 shall survive the Closing until 60 30 days following the expiration of all the relevant statutes statute of limitations (giving effect to any applicable extensions or waivers thereof)) and (iii) the representations and warranties contained in Section 4.11 and, to the extent related to Environmental Permits, Section 4.17 shall survive until the date that is 30 months after the Closing Date. The covenants and agreements of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (iA) on and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for any breach of Section 5.01, (iiB) on and after the second anniversary of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), Sections 1.03(c), 1.07, 2.02, 6.02(d6.04(e), 6.03(d)6.07 or 6.08, 6.06 or 6.07 and (iiiC) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section Sections 5.02, 6.02 6.04 (other than 6.02(d6.04(e)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a6.06, or 6.10(b) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closing. Notwithstanding anything to the contrary contained herein, this Section 11.01(a) will not apply to any Ancillary Agreement.

Survival of Representations and Warranties and Agreements. (a) The representations representations, warranties and warranties of the parties agreements contained in or made pursuant to this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until and shall expire upon the first 18 month anniversary of the Closing DateClosing, except that (ia) the representations and warranties contained in Sections 3.01, 3.02, 4.01, 4.02 3.9 (Tax Returns and those portions of Sections 4.11 Reports) and 4.12 relating to title to the Transferred Assets 3.17 (Employee Benefits) shall survive indefinitely until three months after the expiration of the applicable statute of limitations; provided that if there is no statute of limitations applicable to any such representation or until warranty such representation or warranty shall expire upon the latest date permitted by Lawthird anniversary of the Closing, (iib) the representations and warranties contained in Sections 4.06 3.1 (Organization and 4.10 Related Matters), 3.2(a) (Authorization), 3.2(b) (No Conflicts, but only with respect to the last sentence and only as it relates to State PUC Laws), 3.5 (Capitalization), 3.13 (No Brokers or Finders), 3.24 (Contribution Agreement), 4.1 (Organization and Related Matters), 4.2(a) (Authorization) and 4.7 (No Brokers or Finders) shall survive until remain in full force and effect indefinitely, and (c) the third anniversary of agreements contained herein (including the Covenants in Article VI) and in the other Transaction Documents that require performance after the Closing Date (the "Post-Closing Covenants") will survive and (iii) the representations remain in full force and warranties contained in Section 4.07 effect indefinitely. Article IX shall survive the Closing until 60 days following and shall remain in effect (a) with respect to Sections 9.1(a) and 9.2(a), so long as the expiration relevant representations survive, (b) with respect to breaches of all relevant statutes pre-Closing covenants, for one year after Closing, and (c) with respect to Sections 9.1(b) (Post-Closing Covenants only), 9.1(c), 9.1(d), 9.2(b) (Post-Closing Covenants only), 9.2(c) and 9.2(d), indefinitely. Any matter as to which a claim has been asserted by notice to the other party that is pending or unresolved at the end of any applicable limitation period but is being diligently pursued shall continue to be covered by Article IX notwithstanding any applicable statute of limitations (giving effect to any extensions or waivers thereof). The covenants and agreements of which the parties contained in hereby waive) until such matter is finally terminated or otherwise resolved by the parties under this Agreement or in by a court of competent jurisdiction and any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on amounts payable hereunder are finally determined and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for any breach of Section 5.01, (ii) on and after the second anniversary of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closingpaid.

Survival of Representations and Warranties and Agreements. (ae) The representations and warranties of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith (other than the Ancillary Agreements) shall survive the Closing until the first anniversary of the Closing Date, except that (i) the representations Purchaser Fundamental Representations and warranties contained in Sections 3.01, 3.02, 4.01, 4.02 and those portions of Sections 4.11 and 4.12 relating to title to the Transferred Assets Seller Fundamental Representations shall survive indefinitely or until the latest date permitted by Law, (ii) the representations and warranties contained in Sections 4.06 and 4.10 Section 4.11 shall survive until the third anniversary of the Closing Date and (iii) the representations and warranties contained in Section 4.06 and Section 4.07 shall survive the Closing until 60 days following the expiration of all relevant statutes of limitations (giving effect to any extensions or waivers thereof). The covenants and agreements of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein, provided, however, that none of the agreements or covenants set forth in Sections 5.02, 6.03 or 6.04, or any claim with respect thereto, shall survive the Closing Date, and all parties shall be released from all obligations and Liabilities with respect thereto, including with respect to any breach thereof, effective as of the Closing. No claim for indemnification may be brought with respect to a breach of Section 5.01 or Section 6.18 after the first anniversary of the Closing Date. Notwithstanding the preceding sentences, any breach or inaccuracy of representation or warranty or breach of covenant or agreement, in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for any breach of Section 5.01, (ii) on and after the second anniversary of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closing.

Survival of Representations and Warranties and Agreements. (a) The representations and warranties of the parties Buyer and Merger Subsidiary contained in this Agreement or herein and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time. The representations and warranties of the Company contained herein and in any certificate or in connection herewith other writing delivered pursuant hereto shall survive and shall be A-22 27 subject to the Closing provisions of the Indemnity Agreement until the first second anniversary of the Closing Date, except Effective Time; provided that (i) the representations and warranties contained in Sections 3.01, 3.02, 4.01, 4.02 3.13 and those portions of Sections 4.11 3.14 shall survive and 4.12 relating to title shall be subject to the Transferred Assets shall survive indefinitely or provisions of the Indemnity Agreement until the latest date permitted by Lawexpiration of the statute of limitations applicable to the matters covered thereby (giving affect to any waiver, mitigation or extension thereof), if later and (ii) the representations and warranties contained in Sections 4.06 and 4.10 Section 3.18 shall survive and shall be subject to the provisions of the Indemnity Agreement (A) insofar as such representations and warranties relate to any property or facility currently owned or leased by the Company or any Subsidiary, until the third fourth anniversary of the Closing Date Effective Time and (iiiB) the insofar as such representations and warranties contained in Section 4.07 shall survive the Closing until 60 days following the expiration of all relevant statutes of limitations (giving effect relate to any extensions property or waivers thereof)facility previously owned or leased by the Company or any Subsidiary or to the off-site transportation, disposal or arrangement for disposal or migration of any hazardous substances, wastes or materials on or prior to the Effective Time, until the fifteenth anniversary of the Effective Time. The other covenants and agreements of the parties contained herein shall not survive the Effective Time, except for the covenants and agreements set forth in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith Sections 6.01, 10.04, 10.05, 10.06, 10.07, 10.08, 10.10 and 10.11, which shall survive the Closing indefinitely or for the shorter period explicitly specified thereinset forth therein (or if no such period is specified, indefinitely). Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for any breach of Section 5.01, (ii) on and after the second anniversary of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the ClosingSECTION 10.03.

Survival of Representations and Warranties and Agreements. (a) The respective representations and warranties and pre-Closing covenants of the parties Seller, MFH, Buyer and Parent contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until but shall expire on the first 15-month anniversary of the Closing Date, except that (i) with respect to, and to the extent of, any claim of which written notice in accordance with Section 8.4 has been given in good faith by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, the representations and warranties contained set forth in Sections 3.01(a) Section 2.1 (Organization and Related Matters), 3.02Section 2.2 (Capitalization), 4.01Section 2.3(a) (Authority), 4.02 Section 2.11 (No Broker) and those portions Section 9.9(a) (Authority of Sections 4.11 MFH) (the “Designated Seller Group Representations”) and 4.12 relating to title to Section 3.2(a) (Authority), Section 3.5 (No Broker) and Section 9.8(a) (Authority of Parent) (the Transferred Assets shall survive indefinitely or until the latest date permitted by Law, (ii“Designated Buyer Group Representations”) the representations and warranties contained in Sections 4.06 and 4.10 shall survive until the third anniversary of the Closing Date and (iii) the representations and warranties contained in Section 4.07 shall survive the Closing until 60 days following but shall expire on the expiration of all relevant statutes of limitations (giving effect to any extensions or waivers thereof). The covenants and agreements of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on and after the first sixth anniversary of the Closing Date, Purchaser shall not have rights except with respect to, and to indemnificationthe extent of, or any claim of which written notice in accordance with Section 8.4 has been given in good faith by one party to the other remedy, for any breach of Section 5.01prior to such expiration, (iib) Section 2.18(a) (Intellectual Property) shall survive the Closing but shall expire on and after the second anniversary of the Closing Date, neither party (c) Section 2.17(f) (Employee Benefit Plans) shall have rights to indemnification, or any other remedy, for any breach prior to survive the Closing but shall expire sixty (60) days after the expiration of Section 1.03(b)the applicable statute of limitations (after taking into account any tolling, 1.03(c)extensions, 1.07, 2.02, 6.02(d), 6.03(d), 6.06 mitigation or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph waiver thereof), 6.09(d)and (d) Section 2.16 (Taxes) will survive as set forth in Section 7.7 and all indemnification obligations with respect to Taxes shall be governed by Article VII. The respective post-Closing covenants and obligations of Seller, 6.13MFH, 6.14Buyer and Parent contained in this Agreement (including the indemnification obligations set forth in this Article VIII) shall survive the Closing in accordance with their terms. The period from the Closing to the expiration, 6.15 if any, of a representation or 6.16 at any time after warranty, covenant or obligation hereunder shall be referred to with respect to a claim for indemnification thereunder as the Closing“Survival Period.”

Survival of Representations and Warranties and Agreements. (a) The respective representations and warranties of the parties Sellers and Purchaser contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until but shall expire on April 30, 2006; provided, however, that, notwithstanding the first anniversary of the Closing Dateforegoing, except that (i) the representations and warranties contained set forth in Sections 3.01, 3.02, 4.01, 4.02 and those portions of Sections 4.11 and 4.12 relating to title 3.1 (with respect to the Transferred Assets first five sentences only), 3.2(a), 3.2(b), 3.2(d), 3.3(a), 3.3(b)(i), 3A.1, 3A.2(a), 3A.2(b), 3A.2(d), 3A.3(i), 4.1, 4.2(a), 4.2(b)(i) and 4.4 shall survive indefinitely or until the latest date permitted by LawClosing and continue in full force and effect indefinitely, (ii) the representations and warranties contained set forth in Sections 4.06 3.17 and 4.10 3.18 shall survive until the third Closing but shall expire on the fifth anniversary of the Closing Date and (iii) the representations and warranties contained set forth in Section 4.07 Sections 3.9 and 3A.9 shall survive the Closing and continue in full force and effect until 60 30 days following the expiration of all relevant the statutes of limitations limitation for the year or period at issue (giving effect to any extensions waiver, mitigation or waivers extension thereof). The covenants and agreements of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentencessentence, any inaccuracy of representation or warranty or breach of covenant or agreement, in respect of which indemnification indemnity may be sought under this Agreement, Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentencessentence, if notice of the breach or inaccuracy or breach thereof giving rise to such right of indemnification indemnity shall have been given to the party against whom which such indemnification indemnity may be sought prior to such time. Notwithstanding any other provision The respective covenants and agreements of Sellers and Purchaser contained in this AgreementAgreement (including, (iwithout limitation, the respective indemnification obligations of Sellers and Purchaser set forth in this Article IX) on shall survive the Closing and after the first anniversary consummation of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for any breach of Section 5.01, (ii) on and after the second anniversary of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closingtransactions contemplated by this Agreement indefinitely unless otherwise provided by their terms.

Survival of Representations and Warranties and Agreements. (a) The respective representations and warranties of the parties Seller and Buyer contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until but shall expire on the first anniversary of date that is eighteen (18) months after the Closing Date, except that with respect to, and to the extent of, any claim of which written notice in accordance with Section 7.4 has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, (i) the representations and warranties contained in Sections 3.01, 3.02, 4.01, 4.02 and those portions of Sections 4.11 and 4.12 relating to title to the Transferred Assets shall survive indefinitely or until the latest date permitted by Law, (ii) the representations and warranties contained in Sections 4.06 and 4.10 shall survive until the third anniversary of the Closing Date and (iii) the representations and warranties contained set forth in Section 4.07 3.9 (Taxes) shall survive continue until sixty (60) days after the Closing until 60 days following the expiration of all relevant statutes applicable statute of limitations (giving effect to any extensions waiver, mitigation or waivers extension thereof) bar any claims that would result in a breach thereof and (ii) (x) the representations and warranties set forth in Sections 3.1 (Organization and Related Matters), 3.2(a) (Authority), 3.6 (No Broker), 3.10 (Title), 3.11 (Accounts), 4.1 (Organization and Related Matters), 4.2(a) (Authority) and 4.3 (No Broker) and (y) any action relating to fraud or intentional misrepresentation each shall survive until the date that is twenty (20) years after the Closing Date. The indemnification obligations under Section 7.2 and 7.3 with respect to breaches of covenants and agreements shall continue until sixty (60) days after all applicable statutes of limitation (giving effect to any waiver, mitigation or extension thereof) bar any claims that would result in a breach thereof. Notwithstanding anything to the contrary contained herein, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the parties contained applicable period set forth above, the indemnification obligations shall continue with respect to such claim until the final resolution and satisfaction of such claim in accordance with the provisions of this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith Article VII, and the Indemnifying Party shall survive indemnify the Closing indefinitely or Indemnified Party for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, all Damages incurred in respect of which indemnification may be sought under this Agreementsuch claim (subject to any applicable limitations herein), shall survive regardless of when such Damages are incurred. The period from the time at which it would otherwise terminate pursuant Closing to the preceding sentencesexpiration, if notice any, of a representation, warranty, covenant or agreement hereunder shall be referred to with respect to a claim for indemnification thereunder as the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for any breach of Section 5.01, (ii) on and after the second anniversary of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closing“Survival Period.”

Survival of Representations and Warranties and Agreements. All representations, warranties and covenants of Buyer, the Company and each Securityholder contained in this Agreement shall survive the Closing, regardless of any investigation made by or on behalf of any other Party or the knowledge of any of its Affiliates, officers, directors, employees, agents or representatives and shall continue thereafter in full force and effect. The representations and warranties set forth in this Agreement shall survive thereafter as follows: (a) The the representations and warranties of the parties contained Company set forth in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the first anniversary of the Closing DateSections 3.1 (Organization; Good Standing; Qualification and Power), except that 3.3 (iCompany Shares; Securities) [**], the representations and warranties contained of the Securityholders set forth in Sections 3.014.1 (Title; Absence of Certain Contracts), 3.024.2 (Power and Authority), 4.01, 4.02 and those portions of Sections 4.11 and 4.12 relating to title to the Transferred Assets shall survive indefinitely or until the latest date permitted by Law, (ii) the representations and warranties contained of Buyer set forth in Sections 4.06 5.1 (Organization; Good Standing; Qualification and 4.10 Power) and 5.2 (Authority) (collectively, the “Fundamental Representations”), shall survive until expiration of the applicable statute of limitations; and (b) all other representations and warranties set forth in this Agreement (the “General Representations”) shall survive until the third anniversary Expiration Date. Notwithstanding the foregoing, no right to indemnification pursuant to Article 8 in respect of any claim based upon any failure of a representation or warranty that is set forth in a Notice of Claim delivered prior to the Closing Date and (iii) the representations and warranties contained in Section 4.07 applicable expiration date of such representation or warranty shall survive the Closing until 60 days following be affected by the expiration of all relevant statutes such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Buyer Indemnities (as defined below) under this Article 8 or otherwise to seek recovery of Damages (as defined below) arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Securityholder until the expiration of any applicable statute of limitations (giving effect to any extensions or waivers thereof)with respect thereto. The Following the Closing, all covenants and agreements of the parties contained in this Agreement Parties shall expire and be of no further force or in any certificate or other writing delivered effect except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, to Article 8 in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for claim based upon any breach of Section 5.01, (ii) on and after a covenant shall be affected by the second anniversary expiration of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closingsuch covenant.