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

Survival of Representations and Warranties and Covenants. 9.4.1 The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.2, 4.3, 4.7 and 5.2 shall survive the Closing and remain in effect indefinitely; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof). Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.

Survival of Representations and Warranties and Covenants. 9.4.1 The Each of the representations and warranties of Purchaser and Sellers contained in this Agreement Agreement, and all indemnification obligations pursuant to Section 9.2(a)(i) and Section 9.2(b)(i) with respect thereto, shall survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. expire on the date that is eighteen thirty-six (1836) months after month anniversary of the Closing Date; provided, however, that (ithe Extended Representations and all indemnification obligations pursuant to Section 9.2(a)(i) the representations and warranties contained in Sections 4.2, 4.3, 4.7 and 5.2 shall survive the Closing and remain in effect indefinitely; (ii) the representations and warranties contained in Section 4.11 with respect thereto shall survive the Closing until the expiration of six ninety (690) months days following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions limitations, and provided, further, that the Seller Fundamental Representations, the Buyer Fundamental Representations and all indemnification obligations pursuant to Section 9.2(a)(i) and Section 9.2(b)(i) with respect thereto, shall survive the Closing indefinitely. The obligations, covenants and agreements of the parties hereto to be performed after the Closing contained in this Agreement and any Transaction Document shall survive the Closing will survive the Closing and continue in full force and effect until the date specified herein for the performance thereof). Any claim for indemnification with respect brought on or prior to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued the applicable deadline shall survive indefinitely until fully and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereoffinally resolved pursuant to this Agreement. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.

Survival of Representations and Warranties and Covenants. 9.4.1 The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely Except for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.2and covenants under Article XIII, 4.3which shall not terminate, 4.7 and 5.2 shall survive the Closing and remain in effect indefinitely; (ii) the representations and warranties contained in under Section 4.11 shall 4.2 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only to the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Companyindefinitely, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 under Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which shall survive the Closing until the expiration of barred by the applicable statute of limitations plus thirty days thereafter (including extensions thereofsuch representations and warranties in this clause (iii) and, together with the representations and warranties in clauses (i) and (ii) of this Section 11.3, the “Special Representations”). Any , the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim for indemnification or notice is given under Article XII with respect to any of representation or warranty or covenant prior to the applicable expiration date, such matters which representation or warranty or covenant shall continue indefinitely with respect to such claim until such claim is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such timefinally resolved. Any claim All claims for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will actual fraud shall survive the Closing and remain in effect indefinitelyhereunder until barred by the applicable statute of limitations plus thirty days thereafter.

Survival of Representations and Warranties and Covenants. 9.4.1 (a) The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article 9 IX and such representations and warranties shall terminate at 11:59 p.m. the close of business on the date that is eighteen (18) 12 months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.2, 4.1-4.3, 4.7 4.7, 4.16(g), 4.16(h), 4.21, and 5.2 Article V shall survive the Closing and remain in effect indefinitelyuntil the expiration of the statute of limitations for written contracts; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until 30 days after the expiration of six (6) months following the last day on which the any Tax may be validly assessed with due regard to any extension of time for assessment by the IRS Internal Revenue Service or any other Governmental Body against any Company, any Subsidiary, a Company or any of their respective assets; its properties and (iii) the representations and warranties contained in section 4.16 Section 4.20 shall survive the Closing and remain in effect until the expiration close of business on the applicable statute of limitations (including extensions thereof)date that is three years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 (b) Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitelyuntil the expiration of the statute of limitations for written contracts.

Survival of Representations and Warranties and Covenants. 9.4.1 (a) The representations and warranties of Purchaser and Sellers contained set forth in this Agreement and the right to commence any claim with respect thereto, shall survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Date; provided, however, provided that (i) the representations and warranties contained in Sections Section 4.1, Section 4.2, 4.3Section 4.8, 4.7 Section 4.12, Section 5.1, Section 5.2 and 5.2 Section 5.6 shall survive indefinitely and (ii) the representation and warranty contained in Section 5.7 shall survive for the duration of any period in which a payment from Buyer to Seller pursuant to Section 2.2 may be made; provided, further, however, that in the event written notice of any claim for indemnification under Section 7.2(a) or Section 7.3(a) shall have been given in accordance herewith within the applicable survival period setting forth in reasonable detail the nature of such claim (including a reasonable specification of the legal and factual basis for such claim), the representations and warranties that are the subject of such indemnification claim shall survive with respect to such claim until such time as such claim is fully and finally resolved. Each covenant and agreement of the Parties contained in this Agreement, which by its terms is required to be performed after the Closing, shall survive the Closing and remain in full force and effect indefinitely; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS such covenant or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof). Any claim for indemnification with respect to any of such matters which agreement is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereofperformed. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.

Survival of Representations and Warranties and Covenants. 9.4.1 The representations and warranties of Purchaser and Sellers the parties contained in this Agreement Agreement, and rights to indemnification in respect thereof, shall survive the Closing solely for purposes and continue in effect until the eighteen-month anniversary of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Date; provided, however, that (ia) the representations and warranties contained set forth in Sections 4.1, 4.2, 4.3, 4.7 4.5, 4.7, 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.32, 6.1, 6.2, 6.3 and 5.2 6.9 (the “Fundamental Representations”), and rights to indemnification in respect thereof, in each case shall survive the Closing and remain continue in effect indefinitely; (iib) the representations and warranties contained set forth in Section 4.11 5.22 shall survive the Closing and continue in effect until the date that is sixty (60) days after the expiration of six (6) months following the last day on statute of limitation applicable to the matter to which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS such representation or any other Governmental Body against any Company, any Subsidiary, or any of their respective assetswarranty relates; and (iiic) the representations and warranties contained set forth in section 4.16 Sections 5.24 and 5.25 shall survive the Closing and continue in effect until the expiration three-year anniversary of the applicable statute Closing Date; provided, further, that all such representations, warranties and rights of limitations (including extensions thereof). Any indemnification shall survive until any claim in respect thereof is finally resolved to the extent a claim for indemnification with respect to any or other claim based upon, resulting from or arising out of a breach or inaccuracy of such matters which representation is not asserted made with reasonable specificity in accordance with this Article XII. All covenants and agreements that by notice given as herein provided relating thereto within such specified period of survival may not their terms are to be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), performed prior to or on the covenants in this Agreement will Closing Date shall survive the Closing and continue in effect for 90 days following the Closing Date and all covenants and agreements that by their terms are to be performed in whole or in part subsequent to the Closing shall remain in effect indefinitelyfull force until such particular covenant or agreement is fully performed as provided in this Agreement.

Survival of Representations and Warranties and Covenants. 9.4.1 The representations and warranties of Purchaser and Sellers contained in this Agreement made herein shall survive the Closing solely and continue in effect for purposes a period of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after following the Closing Date; provided, however, that (ia) the representations and warranties contained in Sections 4.2, 4.3, 4.7 and 5.2 Fundamental Representations shall survive the Closing and remain continue in effect indefinitelyuntil thirty (30) days after the expiration of the applicable statute of limitations; (iib) the representations and warranties contained in Section 4.11 5.7 (Tax) shall survive the Closing and continue in effect until the expiration of six thirty (630) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until days after the expiration of the applicable statute of limitations in the jurisdiction of the relevant Acquired Subsidiary; and (including extensions thereof)c) the representations contained in Section 5.11 (Intellectual Property) and Section 5.15 (Anti-Bribery Laws, Export Control) shall survive for a period of three (3) years following the Closing Date. The covenants and other agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, until fully performed or discharged. Any claim for indemnification claims under this Agreement with respect to any a breach of such matters which is not a representation and warranty must be asserted by written notice given as herein provided relating thereto within the applicable survival period contemplated by this Section 11.1, and if such specified period of survival may not be pursued and a notice is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control)given, the covenants in this Agreement will survive survival period for such representation and warranty shall continue until the Closing and remain in effect indefinitelyclaim is fully resolved.

Survival of Representations and Warranties and Covenants. 9.4.1 The All of the representations and warranties of Purchaser and Sellers Seller contained in this Agreement shall survive Article III above (excluding the Closing solely for purposes of Article 9 and such representations and warranties contained in Section 3.11, which shall terminate at 11:59 p.m. on the date that is eighteen (18) months survive 90 days after the Closing Date; providedexpiration of the applicable statue of limitations, however, that (i) and the representations and warranties contained in Sections 4.23.2(a) and 3.4, 4.3, 4.7 and 5.2 which shall survive the Closing indefinitely), and remain all of the representations and warranties of the Buyer contained in effect indefinitely; Article IV above (ii) excluding the representations and warranties contained in Section 4.11 4.2(a), which shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Companyindefinitely), any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until hereunder and continue in full force and effect for a period of eighteen (18) months thereafter (the “Survival Period”) and no Person may seek indemnification under this Article VII with respect to a breach of a representation or warranty after the expiration of the applicable statute of limitations (including extensions thereof)Survival Period. Any claim for indemnification with respect The Parties’ respective covenants and agreements to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived performed at or after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth the Closing Date contained in this Agreement (in which event shall survive indefinitely unless otherwise set forth herein; provided, however, that any such specified period will control)survival shall not be deemed, directly or indirectly, to affect the covenants in this Agreement will survive Survival Period applicable to the Closing representations and remain in effect indefinitelywarranties.

Survival of Representations and Warranties and Covenants. 9.4.1 (a) The representations and warranties of Purchaser and Sellers the Parties contained in this Agreement shall survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on until the date that is eighteen (18) 18 months after the Closing Date; provided, however, except that (i) the representations and warranties contained in Sections 4.2‎5.1(a), 4.35.2, 4.7 5.4, 5.5 and 5.2 shall survive 5.23 (the Closing “Seller Fundamental Representations”) and remain in effect indefinitely; (ii) the representations and warranties contained in Section 4.11 Sections 6.1, 6.2 and 6.6 (the “Purchaser Fundamental Representations”) shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until 30 days after the expiration of the applicable statute of limitations (including extensions thereof)and the representations and warranties contained in Section 5.8 shall survive until 30 days after the expiration of the statute of limitations applicable to the respective Tax assessment under the applicable Tax Law. Any claim for indemnification with respect to any All of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued the covenants and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth agreements contained in this Agreement that contemplate actions (or inaction) to be taken (or not taken) after the Closing shall survive the consummation of the transactions contemplated hereby and shall continue in which event such specified period will control), full force and effect after the Closing in accordance with their terms. The covenants and agreements contained in this Agreement will that contemplate actions (or inaction) to be taken (or not taken) prior to the Closing shall not survive the Closing; provided, however, that the indemnification obligations under Section 9.2(a)(iii) shall survive until the date that is 18 months after the Closing Date. The indemnification obligations under Section 9.2(a)(iv) and remain Section 9.2(a)(v) shall survive until 30 days after the expiration of the statute of limitations applicable to the respective Tax assessment under the applicable Tax Law. (b) Notwithstanding Section 9.1(a), in effect indefinitelythe event a Claim Notice for indemnification under Section 9.2(a) or Section 9.3(a) shall have been given in accordance with Section 9.4 within the applicable survival period, the indemnification claim shall survive until such time as such claim is fully and finally resolved.

Survival of Representations and Warranties and Covenants. 9.4.1 The All representations and warranties that are covered by the indemnification agreements in Section 7.1(a) and 7.2(a) shall (a) survive the Closing and (b) shall expire on the eighteen (18) month anniversary of Purchaser the Closing Date, provided that the representations and Sellers contained warranties set forth in this Agreement Sections 3.7, 3.8(a) and 3.16 shall survive until the expiration of all statutes of limitation applicable to the matters referenced therein, and provided further that the representations and warranties set forth in Section 3.10 shall survive for a period of five (5) years from the Closing Date, and provided further that the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 4.1, 4.2, and 4.3 shall survive without time limit. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, a Claim Notice based upon a breach of such representation or warranty, then the specific applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice. All covenants of the Parties (including the covenants that are covered by the indemnification agreements in Sections 7.1(b), (c), and (d) and 7.2(b), (c) and (d)) shall survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months without time limit, except those covenants which by their terms expire after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.2, 4.3, 4.7 and 5.2 shall survive the Closing and remain in effect indefinitely; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of a specified time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 limit shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof). Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereoftime limit. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.

Survival of Representations and Warranties and Covenants. 9.4.1 Notwithstanding any right of Purchaser (whether or not exercised) to investigate the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, the Seller Parties and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations and warranties and covenants of the Seller Parties and Purchaser and Sellers contained in this Agreement shall will survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen Closing: (18a) months after the Closing Date; provided, however, that (i) indefinitely with respect to the representations and warranties contained in Sections 4.24.1, 4.3, 4.7 4.2 and 5.2 shall survive the Closing and remain in effect indefinitely; 4.9; (iib) the representations and warranties contained in Section 4.11 shall survive the Closing until sixty (60) days after the expiration of six all applicable statutes of limitation (6including all periods of extension, whether automatic or permissive) months with respect to matters covered by Sections 4.18 and 4.24; (c) until the second anniversary of the Closing Date in the case of all other representations and warranties; or (d) with respect to each covenant or agreement contained in this Agreement, until sixty (60) days following the last day date on which the Tax may such covenant or agreement is to be validly assessed performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with due regard clause (b), (c) or (d) above will continue to any extension survive if a Required Notice of time for assessment by the IRS a Claim shall have been timely given under Article 8 on or any other Governmental Body against any Companybefore such termination date, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof). Any claim related Claim for indemnification with respect to any of such matters which is not asserted by notice given has been satisfied or otherwise resolved as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereofin Article 8. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.

Survival of Representations and Warranties and Covenants. 9.4.1 (a) The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article 9 X and such representations and warranties shall terminate at 11:59 p.m. the close of business on the date that is eighteen (18) months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.24.19 and 4.25 shall terminate on the date that is sixty (60) months after the Closing Date, (ii) the representations and warranties contained in Sections, 4.3, 4.7 4.4, 4.7, 4.13, 4.19(i) and 5.2 4.24 shall survive the Closing and remain in effect indefinitely; (iiiii) the representations and warranties contained in Section 4.23 shall terminate as of the Closing; and (iv) the representations and warranties contained in Section 4.11 shall survive the Closing until 90 days after the expiration of six (6) months following the last day on which the any Tax may be validly assessed with due regard to any extension of time for assessment by the IRS Internal Revenue Service or any other Governmental Body or Specified Governmental Body against any Company, any Subsidiary, a Company or a Subsidiary or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof)its properties. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 (b) Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.

Survival of Representations and Warranties and Covenants. 9.4.1 Notwithstanding any right of Purchaser (whether or not exercised) to investigate the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, the Seller Parties and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations and warranties and covenants of the Seller Parties and Purchaser and Sellers contained in this Agreement shall will survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen Closing: (18a) months after the Closing Date; provided, however, that (i) indefinitely with respect to the representations and warranties contained in Sections 4.24.1, 4.34.2 and 4.9; (b) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, 4.7 whether automatic or permissive) with respect to matters covered by Sections 4.18 and 5.2 shall survive 4.24; (c) until the Closing and remain in effect indefinitely; later of (i) thirty days after the completion of the first audit of financial statements containing combined operations, or (ii) May 15, 2008 in the case of all other representations and warranties warranties; or (d) with respect to each covenant or agreement contained in Section 4.11 shall survive the Closing this Agreement, until the expiration of six sixty (660) months days following the last day date on which the Tax may such covenant or agreement is to be validly assessed performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with due regard clause (b), (c) or (d) above will continue to any extension survive if a Required Notice of time for assessment by the IRS a Claim shall have been timely given under Article 8 on or any other Governmental Body against any Companybefore such termination date, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof). Any claim related Claim for indemnification with respect to any of such matters which is not asserted by notice given has been satisfied or otherwise resolved as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereofin Article 8. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.

Survival of Representations and Warranties and Covenants. 9.4.1 (a) The representations and warranties of Purchaser and Sellers Seller contained in this Agreement shall survive the Closing solely for purposes of this Article 9 IX and such representations and warranties of the Parties in Article III of this Agreement shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.2, 4.3, 4.7 and 5.2 shall survive the Closing and remain in effect indefinitely; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof). Any claim for indemnification with respect to any of such matters which is not asserted by notice given containing sufficient detail as herein provided relating thereto to allow the claim to be evaluated (and including the amount of such claim) within such specified eighteen (18) months period of survival may not be pursued and is hereby irrevocably and unconditionally released and waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 (b) Unless a specified period is set forth in this Agreement (in which event such specified period will control), with respect to any particular covenant, the covenants in this Agreement will survive the Closing and remain in effect indefinitelyuntil the earlier of (i) the termination of the Co-Operation Agreement and (ii) when either the Purchaser or the Seller ceases to hold any Common Stock. Any claim for indemnification with respect to any of such matters which is not asserted by written notice containing sufficient detail as to allow the claim to be evaluated (and including the amount of such claim) within the applicable survival period of such covenant may not be pursued and is hereby irrevocably and unconditionally released and waived after such time.

Survival of Representations and Warranties and Covenants. 9.4.1 The representations and warranties and covenants of Purchaser IFP, Company and Sellers contained in this Agreement shall or in any instrument delivered pursuant hereto will survive the Closing solely Date and will remain in full force and effect (i) in the case of the Fundamental Representations given by Sellers, five years after the Closing Date (or if shorter, the maximum statutory period allowed under applicable law); (ii) in the case of all other representations and warranties, until the date which is 12 months following the Closing Date; and (iii) in the case of all covenants, undertakings and agreements contained in this Agreement or in any certificate delivered by a Party, for purposes of Article 9 and the respective terms specified in this Agreement or in such certificate or if no term is specified, until fully discharged; provided, however, that, in each case, such representations and warranties shall terminate at 11:59 p.m. on survive beyond their respective periods with respect to any inaccuracy therein or breach thereof, notice of which shall have been duly given within such applicable period in accordance with Section ‎9.4. Notwithstanding the date that is eighteen (18) months after foregoing, claims related to Actual Fraud with respect to this Agreement and the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.2, 4.3, 4.7 and 5.2 transactions contemplated hereby shall survive the Closing and remain in effect indefinitely; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until 90 days after the expiration of the applicable date on which the statute of limitations (including extensions thereof). Any claim for indemnification with respect otherwise applicable to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereofclaims has expired. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.

Survival of Representations and Warranties and Covenants. 9.4.1 The All of the representations and warranties of Purchaser and Sellers Seller contained in this Agreement shall survive Article III above (excluding the Closing solely for purposes of Article 9 and such representations and warranties contained in Section 3.6(b) and Section 3.6(c), which shall terminate at 11:59 p.m. on the date that is eighteen (18) months survive 90 days after the Closing Date; providedexpiration of the applicable statute of limitations, however, that (i) and the representations and warranties contained in Sections 4.23.2(a) and 3.4(a), 4.3, 4.7 and 5.2 which shall survive the Closing indefinitely), and remain all of the representations and warranties of the Buyer contained in effect indefinitely; Article IV above (ii) excluding the representations and warranties contained in Section 4.11 4.2(a), which shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Companyindefinitely), any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until hereunder and continue in full force and effect for a period of eighteen (18) months thereafter (the “Survival Period”) and no Person may seek indemnification under this Article VI with respect to a breach of a representation or warranty after the expiration of the applicable statute of limitations (including extensions thereof)Survival Period. Any claim for indemnification with respect The Parties’ respective covenants and agreements to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived performed at or after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth the Closing Date contained in this Agreement (in which event shall survive indefinitely unless otherwise set forth herein; provided, however, that any such specified period will control)survival shall not be deemed, directly or indirectly, to affect the covenants in this Agreement will survive Survival Period applicable to the Closing representations and remain in effect indefinitelywarranties.

Survival of Representations and Warranties and Covenants. 9.4.1 The representations and warranties of Purchaser and the Sellers contained in this Agreement shall each survive the Closing solely for purposes a period of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen nine months, except for (18) months after the Closing Date; provided, however, that (ia) the representations and warranties contained made in Section 4.15, which shall survive the Closing for a period of three years, (b) the representations and warranties made in Sections 4.24.4(b), 4.34.5(b) and 4.26, 4.7 and 5.2 which shall survive the Closing and remain in effect indefinitely; , and (iic) the representations and warranties contained made in Section 4.11 4.14, which shall survive the Closing until the expiration of six (6) months following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations has commenced and expired (including after giving effect to any extensions thereof). Any claim for indemnification hereunder with respect to any alleged inaccuracy of such matters which any representation or warranty that is not asserted by notice given as herein provided relating thereto in this Agreement within such specified the applicable period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification The representations and warranties of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will Company shall not survive the Closing and remain the Sellers hereby release and waive, effective as of the Closing Date, any right of indemnity or contribution from the Company and its Subsidiaries under or with respect to this Agreement. The covenants and other agreements contained in effect indefinitelythis Agreement shall survive the Closing indefinitely or until the date or dates specified therein.

Survival of Representations and Warranties and Covenants. 9.4.1 (a) The representations and warranties set forth in Article III and Article IV shall terminate effective as of Purchaser the Closing and Sellers contained in this Agreement shall not survive the Closing solely for purposes of Article 9 Closing, and such thereafter there shall be no liability on the part of, nor shall any claim be made by, either Party or its Affiliates with respect to the representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Dateset forth in Article III and Article IV; provided, however, that (i) the representations and warranties contained in Sections 4.2, 4.3, 4.7 and 5.2 shall survive the Closing and remain in effect indefinitely; (ii) the representations and warranties contained set forth in Section 4.11 3.13(d) shall survive the Closing until the date that is sixty (60) days after the expiration of six the applicable statutory period of limitation. (6i) months following None of the last day on which covenants and agreements of the Tax may be validly assessed Parties herein, to the extent such covenant or agreement contemplates or requires performance prior to the Closing, shall survive, and all such covenants and agreements, including any Claim related thereto, shall terminate automatically upon, the Closing; (ii) each covenant and agreement of the Parties herein, to the extent such covenant or agreement requires performance at or after the Closing, shall, in each case, expressly survive the Closing until performed in full in accordance with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assetsits terms; and (iii) the representations each covenant and warranties contained agreement in section 4.16 Article IX (other than Section 9.2) shall survive the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including extensions thereof). Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified statutory period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereoflimitation. 9.4.2 Unless a specified period is (c) Notwithstanding the foregoing, the limitations set forth in this Agreement (Section 7.1 shall not apply in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitelycase of Fraud.

Survival of Representations and Warranties and Covenants. 9.4.1 The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Date; provided, however, that (i) of the representations and warranties Company contained in Sections 4.23.1, 4.33.2, 4.7 3.3 and 5.2 3.18 and of the Seller in 4.1, 4.2 and 4.4 (collectively, the “Special Representations”) and (ii) of the Buyer contained in Sections 5.1 and 5.7 shall survive indefinitely. Each representation and warranty of the Company contained in Section 3.16 shall survive the Closing and remain continue in full force and effect indefinitely; until the date which is two (ii2) years from the representations Closing Date. Each representation and warranties warranty of the Company contained in Section 4.11 3.11 the breach of which relates to or results in a Tax and in Section 3.12 shall survive the Closing and continue in full force and effect until the expiration of six date which is three (63) months following years from the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any Closing Date. All other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof). Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued Company, Seller and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants Buyer contained in this Agreement will survive the Closing and remain will continue in full force and effect indefinitelyuntil the expiration of twelve (12) months after the Closing Date (in each instance, the end date of the applicable survival period is herein referred to as the “Survival Expiration Date”). No claim for indemnification relating to the representations or warranties contained in this Agreement may be asserted pursuant to this Agreement unless such claim is asserted in writing on or before the Survival Expiration Date. Each covenant of the Seller, the Company, or the Buyer set forth herein shall survive until such time as each such covenant has been fully performed and satisfied. Notwithstanding the foregoing, the covenants set forth in Section 9.10 shall survive until the date that is three (3) years from the Closing Date.

Survival of Representations and Warranties and Covenants. 9.4.1 The All of the representations and warranties of Purchaser and Sellers the Parties contained in this Agreement shall survive the Closing solely hereunder for purposes a period of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) 18 months after following the Closing Date; provided, howeverother than (a) the Company Fundamental Representations (other than Section 2.13) and Investor Fundamental Representations, that which shall survive for five years following the Closing Date, and (ib) the representations and warranties contained in Sections 4.2Section 2.13, 4.3, 4.7 and 5.2 which shall survive the Closing and remain in effect indefinitely; for thirty (ii30) the representations and warranties contained in Section 4.11 shall survive the Closing until the expiration of six (6) months days following the last day on which the Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof)limitations. Any claim for indemnification with respect Each covenant or other agreement herein that by its terms is to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), performed at or prior to the covenants in this Agreement will Closing shall survive the Closing hereunder until the date that is one year following the Closing Date, and remain each covenant or other agreement herein that by its terms is to be performed after the Closing shall survive the Closing hereunder until performed or until such covenant or other agreement expires in effect indefinitelyaccordance with its terms. If written notice of a claim has been given in the manner required by this Article IV prior to the expiration of the applicable representations and warranties by the Party seeking indemnification for such claim, then the relevant representations and warranties of the other Party shall survive as to such claim until such claim has been finally resolved pursuant to this Article IV.

Survival of Representations and Warranties and Covenants. 9.4.1 The representations and warranties of Purchaser and Sellers contained in this Agreement the Parties made herein shall survive the Closing solely for purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is continue in effect until eighteen (18) months after following the Closing Date; provided, however, (a) that the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.8, 3.9(a), and 3.28, shall survive until thirty (i30) days after the expiration of all applicable statutes of limitations with respect to the matters addressed therein (including any extensions or tollings thereof) and (b) the representations and warranties contained set forth in Sections 4.1, 4.2, 4.3, 4.7 4.4 and 5.2 4.5 shall survive the Closing and remain in effect indefinitely; until thirty (ii30) the representations and warranties contained in Section 4.11 shall survive the Closing until days after the expiration of six all applicable statutes of limitations with respect to the matters addressed therein (6) months following the last day on which the Tax may be validly assessed with due regard to including any extension of time for assessment extensions or tollings thereof). The covenants and other agreements made by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of Parties herein shall survive in accordance with their respective assets; terms, and (iii) if no specific term is specified, in perpetuity or the representations and warranties contained in section 4.16 maximum period allowed under applicable Law, provided that all Tax covenants shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including extensions thereof)limitations. Any claim for indemnification claims under this Agreement with respect to any a breach of such matters which is not a representation and warranty must be asserted by written notice given as herein provided relating thereto within the applicable survival period contemplated by this Section 8.1, and if such specified period of survival may not be pursued and a notice is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control)given, the covenants in this Agreement will survive survival period for such representation and warranty shall continue with respect to such asserted claim until such claim is fully resolved. None of the Closing and remain in effect indefinitelyforegoing limitations shall apply to any claim that arises or is delayed as a result of fraud, willful breach, intentional misrepresentation or active concealment.

Survival of Representations and Warranties and Covenants. 9.4.1 The All the provisions of this Agreement will survive the Closing notwithstanding any investigation at any time made by or on behalf of any party hereto, provided that the representations and warranties set forth in Articles III and IV and in any certificate delivered in connection herewith with respect to any of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article 9 and such those representations and warranties shall will terminate at 11:59 p.m. on the date that is eighteen (18) and expire 14 months after following the Closing Date; provided, however, that except as follows: (ia) the representations and warranties contained in Sections 4.2of the Shareholder which relate expressly or by necessary implication to Taxes, 4.3, 4.7 and 5.2 shall ERISA or other employment or labor matters will survive until 60 days after the Closing and remain in effect indefinitelyexpiration of the applicable statutory period of limitation; (iib) the representations and warranties contained of the Shareholder which relate expressly or by necessary implication to the environment or Environmental Laws will survive for a period of 18 months following the Closing Date; and (c) the representations and warranties of the Shareholder set forth in Sections 3.02, 3.03, 3.04(a), 3.05, 3.09 and 3.26 will survive forever. After a representation and warranty has terminated and expired, no indemnification will or may be sought pursuant to this Article VIII on the basis of that representation and warranty by any Person who would have been entitled pursuant to this Article VIII to indemnification on the basis of that representation and warranty prior to its termination and expiration, provided that in the case of each representation and warranty that will terminate and expire as provided in this Section 4.11 8.01, no claim presented in writing for indemnification pursuant to this Article VIII on the basis of that representation and warranty prior to its termination and expiration will be affected in any way by that termination and expiration. Covenants shall survive the Closing until the expiration for a period of six (6) months following the last day on which the Tax may be validly assessed their expiration in accordance with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, any Subsidiary, or any of their respective assets; and (iii) the representations and warranties contained in section 4.16 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof). Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereofterms. 9.4.2 Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely.