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

Survival of Representations and Warranties and Covenants. The representations and warranties set forth in Sections 3.1, 3.2, 3.15(a) and 3.18 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty or covenant or agreement, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties set forth in Sections 3.1, 3.2, 3.15(a) and 3.18 (of the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties Company contained in this Agreement other than or in the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing Company Officer’s Certificate shall survive the Closing and remain in full force and effect for a period of fifteen (15) months after the Closing Date and then shall terminate (the “General Escrow Release Date”); provided that the representations and warranties contained in accordance with their termsSections 2.1, 2.2, 2.3(a) through (c), 2.3(g), 2.4(a), 2.15 and 2.18 (the “Specified Representations”) shall survive the Closing and remain in full force and effect indefinitely or until the latest date permitted by law; provided further that the representations and warranties contained in Section 2.14 shall survive the Closing and remain in full force and effect until the fifth anniversary of the Closing Date but, for further clarity, shall not be considered Specified Representations. If an Indemnified Party delivers to an Indemnifying PartyThe covenants of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith (including the covenants set forth in Article IV and Article V) shall survive the Closing indefinitely or for the shorter period explicitly specified therein, before except that for such covenants and agreements that survive for such shorter period, breaches thereof and claims relating thereto shall survive until the expiration of a representation or warranty or the applicable statute of limitations period. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement, either a Claim Notice based upon a breach agreement and any claim in respect of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant which indemnity may be sought under this Agreement shall survive untilthe time at which it would otherwise terminate pursuant to the preceding sentences, but only for purposes of, the resolution if notice of the matter covered in reasonable detail by inaccuracy or breach thereof or claim giving rise to such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has right of indemnity shall have been given is definitively withdrawn or resolved in favor of by any Indemnified Person to the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partyparty against whom such indemnity may be sought prior to such time.

Survival of Representations and Warranties and Covenants. The All representations and warranties set forth made by Target herein, or in Sections 3.1any certificate, 3.2schedule or exhibit delivered pursuant hereto, 3.15(ashall survive the execution and delivery of this Agreement and the Closing and shall survive until the Escrow Termination Date; provided, however, that any claims for indemnification involving (i) fraud or intentional misrepresentation or (ii) any breach of any of the representations and 3.18 warranties contained in Section 3.2 (Authority), 3.5 (Capital Structure), and 3.22 (Taxes) (collectively, the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive (A) until the Closing for three expiration of the statute of limitations applicable to such claims (3and thereafter until resolved if a claim in respect thereof has been made prior to such date) years from with respect to such matters, or (B) indefinitely if no statute of limitations apply. There shall be no termination of any representation or warranty as to which a claim has been asserted by Acquiror prior to the Closing Date and then expire. All representations and warranties in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Datetermination of such survival period. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations are to be performed prior to or at the Closing shall survive until the Closing for eighteen (18) months from Escrow Termination Date, provided that the Closing Date and then expire. All covenants and agreements set forth herein in Section 6.10 shall survive until satisfied; all covenants and agreements which by their terms contemplate actions or impose obligations are to be performed following the Closing shall survive the Closing and remain until satisfied or as otherwise specified in full force and effect in accordance with their terms. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty or covenant or agreement, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim Other than with respect to which an Expected Claim Notice has been given those claims that survive indefinitely pursuant to this Section 9.2(b), the Acquiror Indemnified Persons may not assert a claim unless it is definitively withdrawn asserted on or resolved in favor before the last day of the Indemnified Party, applicable foregoing survival period. The parties acknowledge that the Indemnified Party shall promptly so notify time periods set forth in this Article 9 and elsewhere in this Agreement for the Indemnifying Partyassertion of claims and notices under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed hereunder by the parties. The parties further acknowledge that the time periods set forth in this Article 9 and elsewhere in the Agreement may be shorter than otherwise provided by law.

Survival of Representations and Warranties and Covenants. The Any claims regarding the representations and warranties of Purchaser and Seller contained in this Agreement shall survive the Closing (with respect to any given representation and warranty, the “Survival Period”) for a period of eighteen (18) months, unless otherwise expressly provided for in this Agreement; provided that, (i) the Survival Period for the representations and warranties of Seller set forth in Sections 3.1, 3.2, 3.15(a) and 3.18 2 (the “Seller Fundamental Representations”first sentence only), 4(b) (first sentence only), 4(d), 8 and Sections 4.1, 4.2 9 of Exhibit E and 4.6 (ii) the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties of Purchaser set forth in this Agreement other than Sections 2 and 3 of Exhibit H shall be indefinite; and provided further that, the Survival Period for the representations and warranties of Seller Fundamental Representations and Buyer Fundamental Representations set forth in Section 7 of Exhibit E shall survive be the Closing for eighteen period of any applicable statute of limitations plus sixty (1860) months from the Closing Datedays. All The covenants and agreements set forth contained herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their respective terms. If an Indemnified Party delivers to an Indemnifying Party, before Following the expiration of a representation the applicable Survival Period, no Party shall make any claim for, or warranty or covenant or agreementbe subject to any Liabilities in respect of, either a Claim Notice based upon a any breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim representations and warranties (except with respect to claims for indemnification for Third Party Claims for which an Expected Claim Notice written notice of such claim, pursuant to Section 7.2(c)(i), has been given is definitively withdrawn or resolved in favor prior to the expiration of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying PartySurvival Period).

Survival of Representations and Warranties and Covenants. To the extent that the representations and warranties and covenants of the Parties contained in this Agreement are to survive the Closing, they shall survive for the applicable respective periods set forth in this Section 10.01 (each a “Survival Period”), and any and all claims and causes of action for indemnification under Article IX and this Article X arising out of the inaccuracy or breach of any representation, warranty or covenant of a Party must be made prior to the termination of the applicable Survival Period. The Parties intend to shorten the statute of limitations and agree that any claim arising out of or related to all of the representations, warranties and covenants of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under Article IX and this Article X shall survive as follows: (a) the Sellers Fundamental Representations and the Purchaser Fundamental Representations shall survive indefinitely; (b) the representations and warranties set forth in Sections 3.1, 3.2, 3.15(aSection 4.12(b) and 3.18 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) Section 4.17 shall survive until sixty (60) days following expiration of the applicable statute of limitations (after taking into account any waivers, extensions, mitigation or tolling thereof); (c) the representations and warranties set forth in Section 4.09, Section 4.18 and Section 4.19 shall survive for two (2) years after the Closing Date; (d) the representations and warranties set forth in Section 4.13 shall survive for three (3) years from after the Closing Date and then expire. All with respect to each of the Acquired Companies, except for Highlands Inn Wastewater Treatment Plant Association, Inc., in which case the representations and warranties set forth in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations Section 4.13 shall survive for five (5) years after the Closing Date; (e) all other representations and warranties of the Parties shall survive for eighteen (18) months from after the Closing Date. All covenants and agreements ; (f) each pre-Closing covenant or agreement set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing in this Agreement shall survive the Closing for eighteen (18) months from after the Closing Date and then expire. All covenants and agreements set forth herein which Date; and (g) each covenant or agreement contained in this Agreement that, by their terms contemplate actions or impose obligations its terms, provides for performance following the Closing shall survive the Closing and remain continue in full force and effect until such covenant is fully performed or observed in accordance with their its terms. If an Indemnified Party delivers , including, but not limited to, covenants or agreements related to an Indemnifying PartyExcluded Assets and Liabilities; provided, before expiration of a representation or warranty or covenant or agreementhowever, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then that the obligations to indemnify pursuant to Section 9.03(a) and Section 9.03(b) shall survive for the applicable representation statute of limitations (after taking into account any waivers, extensions, mitigation or warranty tolling thereof). Notwithstanding the foregoing (i) any obligations to indemnify, defend and hold harmless pursuant to Section 9.03 or covenant Section 10.02 shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim not terminate with respect to any item as to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify have, before the expiration of the applicable Survival Period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the Indemnifying PartyParty in accordance with Section 9.04 or Section 10.03 and (ii) this Section 10.01 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties set forth in Sections 3.1, 3.2, 3.15(a) and 3.18 (of the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties Company contained in this Agreement other than or in the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing Officer’s Certificate shall survive the Closing and remain in full force and effect for a period of fifteen (15) months after the Closing Date and then shall terminate (the “General Escrow Release Date”); provided that the representations and warranties contained in accordance with their termsSections 2.1, 2.2, 2.3(a) through (c), 2.3(g), 2.4(a), 2.15 and 2.18 (the “Specified Representations”) shall survive the Closing and remain in full force and effect indefinitely or until the latest date permitted by law; provided further that the representations and warranties contained in Section 2.14 shall survive the Closing and remain in full force and effect until the fifth anniversary of the Closing Date but, for further clarity, shall not be considered Specified Representations. If an Indemnified Party delivers to an Indemnifying PartyThe covenants of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith (including the covenants set forth in Article IV and Article V) shall survive the Closing indefinitely or for the shorter period explicitly specified therein, before except that for such covenants and agreements that survive for such shorter period, breaches thereof and claims relating thereto shall survive until the expiration of a representation or warranty or the applicable statute of limitations period. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement, either a Claim Notice based upon a breach agreement and any claim in respect of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant which indemnity may be sought under this Agreement shall survive untilthe time at which it would otherwise terminate pursuant to the preceding sentences, but only for purposes of, the resolution if notice of the matter covered in reasonable detail by inaccuracy or breach thereof or claim giving rise to such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has right of indemnity shall have been given is definitively withdrawn or resolved in favor of by any Indemnified Person to the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partyparty against whom such indemnity may be sought prior to such time.

Survival of Representations and Warranties and Covenants. The (a) All representations and warranties that are covered by the indemnification agreements in Section 8.1(a) and Section 8.2(a) shall (a) survive the Closing and (b) shall expire on the date immediately following the date that is eighteen (18) months after the Closing Date, except that (i) the representations and warranties set forth in Sections 2.1, 2.2, 2.9, 3.1, 3.2, 3.15(a) and 3.18 (the “Seller Fundamental Representations”) and Sections 3.3, 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) 4.3 shall survive the Closing for three without limitation and (3ii) years from the Closing Date and then expire. All representations and warranties set forth in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations Sections 3.9 shall survive until 30 days following expiration of all statutes of limitation applicable to the Closing for eighteen matters referred to therein. (18b) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty or covenant or agreementwarranty, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenantwarranty, then the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party; and if the Indemnified Party has delivered a copy of the Expected Claim Notice to the Indemnifying Party with respect to such Expected Claim Notice. If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party; and if the Indemnified Party has delivered a copy of the Expected Claim Notice to the Escrow Agent and the FTI Shares have been retained in escrow after the Termination Date (as defined in the Restricted Stock Agreements) with respect to such Expected Claim Notice, the Indemnifying Party and the Indemnified Party shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to distribute such retained Escrow Shares (less the number of the FTI Shares as have an aggregate Value equal to the amount of Damages for which the Indemnifying Party is liable under this Article VIII, if any) to the Sellers in accordance with the terms of the Restricted Stock Agreements. (c) All covenants and agreements of the Parties (whether made herein or in any other Transaction Document) that are to be performed in whole or in part after Closing (including the obligations set forth in this Article VIII) shall survive the Closing, continue in effect and expire in accordance with their respective terms; provided that if this Agreement or the other applicable Transaction Document does not specify an expiration date for any covenant or agreement, such covenant or agreement shall survive without expiration. (d) The rights to indemnification set forth in this Article VIII shall not be affected by (i) any investigation conducted by or on behalf of an Indemnified Party or any knowledge acquired (or capable of being acquired) by an Indemnified Party, whether before or after the date of this Agreement or the Closing Date (including through supplements to the Disclosure Schedule permitted by Section 5.6, except to the extent specifically provided in Section 5.6), with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder or (ii) any waiver by an Indemnified Party of any closing condition relating to the accuracy of representations and warranties or the performance of or compliance with agreements and covenants.

Survival of Representations and Warranties and Covenants. (a) Except as set forth in paragraph (b) below, the representations and warranties of the Sellers and the Purchaser contained in this Agreement will survive the Closing for a period of eighteen (18) months. (b) The representations and warranties set forth contained in Sections 3.1Section 3.20, 3.2Section 3.24, 3.15(a) Section 3.26, Section 3.27 and 3.18 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall Section 4.4 will survive the Closing for three a period of six (36) years from after the Closing Date. (c) The representations and warranties contained in Section 3.2, Section 3.4, Section 3.5, Section 3.12 and Section 4.2 will survive until thirty (30) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers and extensions thereof). (d) The covenants or agreements contained in this Agreement that by their terms are to be performed solely between the date hereof and the Closing shall not survive the Closing. The covenants or agreements contained in this Agreement that by their terms are to be performed after the Closing Date and then expire. All representations and warranties in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain continue in full force and effect after the Closing in accordance with their respective terms. If . (e) Any claim in respect of which payments may be sought under Article VII of this Agreement (each, an “Indemnification Claim”) with respect to the breach of any representation, warranty or covenant set forth in this Agreement is required to be made by an Indemnified Party delivers on or prior to an Indemnifying the expiration of the applicable survival period set forth in Section 7.1(a) and (b). No claim for breach of any such representations, warranties, covenants or agreements of the Parties may be brought by a Party, before expiration of and no action with respect thereto may be commenced by a representation or warranty or covenant or agreementParty, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then following the applicable representation or warranty or covenant survival date, and any such claims shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail be irrevocably and unconditionally released and waived by such notice. If Party and no Party shall have any liability or obligation with respect thereto, unless the Proceeding or written claim Indemnified Party gave a Certificate to the Indemnifying Party with respect to 39 such claim on or before such applicable survival date, in which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor case the right of the Indemnified Party, Party providing such Certificate shall not expire until the Indemnified Party shall promptly so notify dispute is resolved under the Indemnifying Partyterms of this Agreement.

Survival of Representations and Warranties and Covenants. The representations and warranties set forth in Sections 3.1of Buyer, 3.2, 3.15(a) Seller and 3.18 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties Company contained in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior any certificate to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing be delivered pursuant to this Agreement shall survive the Closing and remain in full force and effect for a period of fifteen (15) months after the Closing Date and then shall thereafter terminate and be of no further force or effect; provided, that any claim relating to Fundamental Representations (other than representations set forth in accordance with their Section 3.2 (Capitalization) or Section 3.4 (Subsidiaries)) or Indemnified Taxes may be made at any time prior to the expiration of the applicable statute of limitations (including any valid extension of such statute of limitations); provided, further, that the representations set forth in Section 3.2 (Capitalization) and Section 3.4 (Subsidiaries) shall survive indefinitely. All covenants and other agreements of the parties contained in this Agreement shall survive the Closing and shall continue in full force until the time period contemplated by its terms. If an Notwithstanding the foregoing, if, at any time prior to the end of the applicable survival period, any Buyer Indemnified Party Person or Seller Indemnified Person delivers to an Indemnifying PartySeller or Buyer, before expiration as applicable, a Claim Notice as provided in Section 6.4(a) alleging a breach of a representation or any representation, warranty or covenant or agreement, either and asserting a Claim Notice claim for recovery under Section 6.2 based upon a breach of on such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenantbreach, then the applicable representation or representation, warranty or covenant underlying the claim asserted in such Claim Notice shall survive untiluntil such time as such claim is fully and finally resolved. It is the express intent of the parties that if an applicable survival period as contemplated by this Section 6.1 is shorter (or longer) than the statute of limitations that would otherwise apply, but only for purposes ofthen, by contract, the resolution applicable statute of limitations shall be reduced to (or increased to) the matter covered survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in reasonable detail this Section 6.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partyparties.

Survival of Representations and Warranties and Covenants. The (a) If the Merger is consummated, the representations and warranties set forth of the Company contained in Sections 3.1, 3.2, 3.15(a) and 3.18 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) this Agreement shall survive the Closing and remain in full force and * Confidential treatment requested. effect for three (3) years from a period of [*] after the Closing Date and then expire. All representations and warranties in this Agreement shall terminate other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein Specified Representations, which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their termsuntil ninety (90) days following the expiration of the applicable statute of limitations (such applicable date, the “Survival Date”). If an the Merger is consummated, all covenants of the Parties (including the covenants set forth in Articles IV and V) shall expire and be of no further force or effect as of the close of business on the date that is [*] months after the Closing Date, except to the extent such covenants provide that they are to be performed after the Closing, in which case such covenants shall survive until the date or end of the period specified therein (and, if no date or period is specified therein, then such covenants shall survive indefinitely). Notwithstanding anything to the contrary contained in this Section 8.1, if, at any time prior to the applicable Survival Date, any Indemnified Party Person delivers to an Indemnifying Party, before expiration the Securityholders’ Representative a written notice as provided in Section 8.4(a) alleging a breach or violation of a any such representation or warranty or covenant and asserting a claim for recovery under Section 5.9 or agreement, either a Claim Notice Section 8.2 based upon a on such breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenantviolation, then the applicable representation or warranty or covenant underlying the claim asserted in such notice shall survive untiluntil such time as such claim is fully and finally resolved; provided, but only that the representations and warranties set forth in Section 2.11 hereof shall survive until the Tax Survival Date. Except as otherwise provided in Section 5.9, if the Merger is consummated, this Article VIII is the sole and exclusive remedy to the Parties for purposes all claims in any way related to this Agreement and the transactions contemplated hereby other than (a) claims based upon fraud or intentional misrepresentation, or intentional breach, or (b) claims seeking equitable remedies. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by Acquiror, Acquiror’s Affiliates (including the Surviving Corporation and its Subsidiaries) and, if applicable, their respective officers, directors, agents and employees, and their respective assigns, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of Acquiror, Acquiror’s Affiliates (including the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified PartySurviving Corporation and its Subsidiaries) and, the Indemnified Party shall promptly so notify the Indemnifying Partyif applicable, their respective officers, directors, agents and employees, and their respective assigns.

Survival of Representations and Warranties and Covenants. The representations and warranties contained in Sections 5 and 6 and in the certificates delivered pursuant to Sections 9.3.2 and 9.4.2, and the covenants contained herein to be fully performed or complied with at or prior to the Share Purchase Closing Date or Merger Closing Date, as applicable, shall survive the Share Purchase Closing or Merger Closing, as applicable, and shall remain in full force and effect until the later of (x) March 15, 2007, and (y) the date that is one year and 45 days after the Share Purchase Closing Date or the Merger Closing Date, as applicable; provided that: (a) the representations and warranties set forth in Sections 3.15.1, 3.25.3, 3.15(a) and 3.18 (the “Seller Fundamental Representations”) and Sections 4.15.4, 4.2 and 4.6 (the “Buyer Fundamental Representations”) 5.5, 5.10, 5.14 shall survive until sixty (60) days after the Closing for three expiration of the applicable statute of limitations and (3b) years from the Closing Date and then expire. All representations and warranties set forth in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations Section 5.17 shall survive for a period of five years after the Share Purchase Closing Date with respect to the Foreign Subsidiaries and seven years after the Merger Closing Date with respect to the Company and Remaining Subsidiaries. No claim for eighteen (18) months from indemnification under this Section 11 may be asserted with respect to such representations, warranties or covenants after the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations date indicated in the preceding sentence unless, prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty or covenant or agreement, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant shall survive until, but only for purposes ofdate, the resolution of the matter covered party seeking indemnification shall have suffered actual Damages and shall have notified in reasonable detail by such notice. If the Proceeding or written party from whom indemnification is sought of a claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partyfor indemnity hereunder.

Survival of Representations and Warranties and Covenants. The representations and warranties set forth of the Parties contained in this Agreement shall survive the Closing until the date that is 18 months after the Closing Date, except that (i) the representations and warranties contained in Sections 3.1‎5.1(a), 3.25.2, 3.15(a) 5.3(a), 5.5, and 3.18 5.23 (the “Seller Fundamental Representations”) and (ii) the representations and warranties contained in Sections 4.16.1, 4.2 6.2 and 4.6 6.6 (the “Buyer Purchaser Fundamental Representations”) shall survive until 30 days after the Closing for three (3) years from expiration of the Closing Date applicable statute of limitations and then expire. All the representations and warranties contained in Section 5.9 shall survive until 30 days after the expiration of the statute of limitations applicable to the respective Tax assessment under applicable Law. All of the covenants and agreements contained in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms that contemplate actions (or impose obligations prior inaction) to be taken (or at not taken) after the Closing shall survive the Closing for eighteen (18) months from consummation of the Closing Date transactions contemplated hereby and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain continue in full force and effect after the Closing in accordance with their terms. If an Indemnified Party delivers The covenants and agreements contained in this Agreement that contemplate actions (or inaction) to an Indemnifying Partybe taken (or not taken) prior to the Closing shall not survive the Closing; provided, before 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)(v), Section 9.2(a)(vi), Section 9.2(a)(vii) and Section 9.3(a)(iii) shall survive until 30 days after the expiration of the statute of limitations applicable to the respective Tax assessment under applicable Law. The indemnification obligations under Section 9.2(a)(iv) shall survive until 30 days after the expiration of the statute of limitations applicable to the underlying claim. The indemnification obligations under Section 9.2(a)(viii) shall survive until (i) if a representation plan of reorganization is confirmed in the Bestwall Case, the effective date of such plan of reorganization, provided that, on such date, an Assumption Order shall have been entered in the Bestwall Bankruptcy Case and shall have become a Final Order, (ii) if the Bestwall Case is dismissed, the date on which the dismissal order is entered, (iii) if the Bestwall Case is converted to a chapter 7 liquidation proceeding, the date on which the trustee in such chapter 7 liquidation proceeding completes the distributions of the property of the estate of Bestwall (each of the dates set forth in clause (i), (ii) or warranty (iii), a “Bankruptcy Conclusion Date”); provided, however, that if the Ground Lease is rejected by the applicable Bankruptcy Conclusion Date, the obligations under Section 9.2(a)(viii) shall survive until the date that is twelve (12) months following such applicable Bankruptcy Conclusion Date. The indemnification obligations under Section 9.3(a)(iv) shall survive until the earlier of the date that any and all obligations of Seller Parent or covenant its Affiliates under (A) the Ground Lease or agreement(B) the guarantee referred to in Schedule 7.21 have terminated. Notwithstanding Section 9.1, either in the event a Claim Notice based upon a breach of such representation for indemnification under Section 9.2(a) or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then Section 9.3(a) shall have been given in accordance with Section 9.4 within the applicable representation or warranty or covenant survival period, the indemnification claim shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by until such notice. If the Proceeding or written time as such claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partyfully and finally resolved.

Survival of Representations and Warranties and Covenants. The representations and warranties set forth in Sections 3.1, 3.2, 3.15(a) and 3.18 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18Statutory Representation) months from the Closing Date. All and covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior of the parties contained in this Agreement, and rights to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing indemnification in respect thereof, shall survive the Closing and continue in effect until **; provided, that those covenants and agreements that by their terms are to be performed in whole or in part subsequent to the Closing shall remain in full force until such particular covenant or agreement is fully performed as provided in this Agreement. The Fundamental Representations, and the rights of indemnification in respect thereof, shall survive the Closing and continue in effect **. The Statutory Representation, and the rights of indemnification in accordance respect thereof, shall survive the Closing and continue in effect until ** with their termsrespect to the subject matter thereof. If an Indemnified Party delivers The agreement of the Holders to an Indemnifying Party, before expiration provide indemnification pursuant to Section 12.2(b) shall continue until ** with respect to the Taxes that are covered by Section 12.2(b). The agreement of the Holders to provide indemnification pursuant to Section 12.2(c) shall continue until ** applicable to the subject matter of such indemnification provision. The period for which a representation or warranty or warranty, covenant or agreementagreement contained in this Agreement survives the Closing is referred to herein as the “Survival Period.” Notwithstanding anything herein to the contrary, either a Claim Notice based upon after the expiration of the Survival Period applicable to any representation, warranty, covenant or agreement of the parties set forth in this Agreement: (A) such representation, warranty, covenant or agreement shall be of no further force or effect; and (B) no Indemnified Party shall be entitled to any indemnification rights arising from a breach of such representation or representation, warranty, covenant or an Expected Claim Notice based upon a breach of agreement except to the extent that such representation or warranty or covenant, then Indemnified Party has given written notice thereof to the Indemnifying Party during the Survival Period pursuant to the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution provisions of the matter covered in reasonable detail by such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partythis Article XII.

Survival of Representations and Warranties and Covenants. The Parties agree that, regardless of any investigation made at any time by the Parties, the representations and warranties made by Seller and LifeStyle in this Agreement (and any related indemnity obligations) shall survive the Closing and shall terminate, and be of no further force and effect, and no claims with respect thereto may be made by Purchaser, after the date which is the one-year anniversary of the Closing Date; PROVIDED, HOWEVER, that, notwithstanding the foregoing, (i) claims for indemnification relating to Losses (as defined in Section 9.2 below) arising out of any breach of the representations and warranties set forth in Sections 3.1Section 4.12 (Taxes), 3.2Section 4.13 (Employment and Benefits), 3.15(a) and 3.18 Section 4.14 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”Environmental) shall survive to the Closing end of the sixtieth day following the expiration of the applicable statute of limitations including any extensions or waivers thereof and (ii) claims for three (3) years from indemnification relating to Losses arising out of any defect in the Closing Date and then expiretitle to any Assets shall survive indefinitely. All representations and warranties in Further, if any claim for indemnification hereunder, which has been previously asserted by either party to this Agreement other than pursuant to a notice of claim in accordance with Section 9.6 below, is still pending at the Seller Fundamental Representations and Buyer Fundamental Representations expiration of the applicable survival period, such claim shall survive continue to be subject to the Closing for eighteen (18) months from indemnification provisions of this Agreement until resolved. For the Closing Date. All avoidance of doubt, all covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing made hereunder shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain until satisfied in full force and effect in accordance with their terms. If an Indemnified Party delivers to an Indemnifying Party, before expiration of unless the Agreement explicitly provides for a representation or warranty or covenant or agreement, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partyspecific termination date.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, shall survive the Closing and remain in full force and effect, until the date that is eighteen (18) months following the Closing Date; provided, however, that the representations and warranties set forth in the (i) Company Fundamental Representations will survive indefinitely and remain in full force and effect without limitation; (ii) Section 2.11 (Taxes), will survive and remain in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations; and (iii) Sections 3.1‎2.7 (Compliance with Applicable Laws; Governmental Permits), 3.2, 3.15(a‎2.8 (Broker-Dealer Compliance Matters) and 3.18 ‎2.10 (Intellectual Property) (the “Seller Fundamental Specified Representations”) ), will survive and Sections 4.1, 4.2 remain in full force and 4.6 (effect until the “Buyer Fundamental Representations”) shall survive the Closing for date that is three (3) years from the Closing Date and then expire. All representations and warranties in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from following the Closing Date. All Notwithstanding anything to the contrary herein, in the event of Fraud in relation to any representation or warranty of the Company contained in this Agreement, such representation or warranty will survive indefinitely and remain in full force and effect without limitation If the Merger is consummated, the representations and warranties of Acquirer, Merger Sub and Merger Sub II contained in this Agreement and the other Transaction Documents shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants and agreements of the parties set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. If an Indemnified Party delivers Each of the foregoing periods, as applicable, shall be referred to an Indemnifying Partyherein as the “Claims Period”. Notwithstanding anything else to the contrary, before no right to indemnification pursuant to ‎‎‎Article 8 in respect of any claim that is set forth in a Claim Certificate delivered to the Securityholders’ Agent prior to the expiration of a representation or warranty or covenant or agreement, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant shall survive untilClaims Period, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn facts and circumstances existing on or resolved in favor prior to such date, shall be affected by the expiration of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partysuch Claims Period.

Survival of Representations and Warranties and Covenants. (a) The (i) representations and warranties set forth in Sections 3.12.2 (Company Capital Structure), 3.22.3(b) (Subsidiaries), 3.15(a) 2.4 (Authority), 2.11 (Tax Matters), and 3.18 Section 3.2 (Authority), (collectively, the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing and continue in full force and effect until thirty (30) calendar days after the expiration of the applicable statute of limitations (including any applicable extension thereof); and (ii) all other representations and warranties of the parties contained in this Agreement shall survive for three a period of fifteen (315) years from months following the Closing Date (the expiration of each such period, a “Survival Date”), provided, however, that (x) if, at any time prior to the Survival Date, an Officer’s Certificate or Securityholder Representative’s Certificate is delivered alleging Losses and a claim for recovery under Section 6.2 hereof, then expire. All representations and warranties the claim asserted in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations such notice shall survive the Closing for eighteen Survival Date until such claim is fully and finally resolved, and (18y) months from no representation or warranty shall expire until thirty (30) calendar days after the Closing Date. expiration of the applicable statute of limitations (including any applicable extension thereof) to the extent such representation or warranty constitutes fraud. (b) All covenants and agreements set forth herein made by any party which by their terms contemplate actions or impose obligations prior are to or at the Closing shall survive the Closing for eighteen (18) months from be performed after the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain continue in full force and effect in accordance with their terms. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation the extent necessary to fulfill or warranty or covenant or agreement, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then satisfy the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim obligations with respect to which an Expected Claim Notice has been given is definitively withdrawn such covenant or resolved agreement in favor of the Indemnified Partytheir entirety (as applicable, the Indemnified Party shall promptly so notify the Indemnifying Partya “Survival Date”).

Survival of Representations and Warranties and Covenants. The (a) If the Merger is consummated, (i) the representations and warranties set forth in Sections 3.1, 3.2, 3.15(a) and 3.18 (of the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties Company contained in this Agreement and the Officer’s Certificate (other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18Representations) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect for a period of twelve (12) months after the Closing Date and then shall terminate; (ii) the representations and warranties of the Company set forth in accordance with their termsSections 2.11 (Title to Property and Assets), 2.16(a) (Employee Benefits Plans) and 2.18 (Broker Fees) shall survive the Closing and remain in full force and effect for a period of twenty-four (24) months after the Closing and then shall terminate; (iii) the representations and warranties of the Company set forth in Sections 2.1 (Organization, Standing and Power), 2.3 (Capital Structure), 2.4(a) (Authority) and 2.15 (Taxes) shall survive the Closing and remain in full force and effect until the expiration of the applicable statute of limitations and then shall terminate; (iv) the covenants and agreements of the Company contained in this Agreement shall survive the Closing and remain in full force and effect until the date that is twelve (12) months after the Closing and then shall terminate, and (v) the right of any Indemnified Person to submit a claim for indemnification under Section 8.2(a)(vii) shall survive until the date that is twelve (12) months after the Closing and then shall terminate. If an Indemnified Party Notwithstanding the foregoing, if at any time prior to the Indemnity Termination Date, Acquiror delivers to an Indemnifying Partythe Securityholders’ Representative (and, before expiration of if the Indemnity Escrow Account is still in effect, the Escrow Agent) a representation or warranty or covenant or agreement, either a Claim Notice based upon written notice as provided in Section 8.4(a) alleging a breach of such representation or any representation, warranty, covenant or an Expected Claim Notice agreement and asserting a claim for recovery under Section 8.2 based upon a breach of on such representation or warranty or covenantbreach, then the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim solely with respect to such claim, the representation, warranty, agreement or covenant underlying the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (b) The date on which an Expected Claim Notice has been given the survival period applicable to a particular representation, warranty, covenant or agreement described in this Section 8.1 expires or terminates is definitively withdrawn or resolved in favor referred to as the “Indemnity Termination Date.” For the avoidance of doubt, the right of the Indemnified PartyPersons to bring a claim (i) pursuant to Sections 8.2(a)(iii)-(vi) or (ii) based on fraud, willful misconduct or intentional misrepresentation shall survive until the Indemnified Party applicable statute of limitations, which date shall promptly so notify be the Indemnifying PartyIndemnity Termination Date for such claims.

Survival of Representations and Warranties and Covenants. The (i) All of the representations and warranties set forth of the Sellers and the Buyer contained in Sections 3.1§3 and §4 above (other than those contained in §§3(e), 3.23(p), 3.15(a) and 3.18 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”3(u)) shall survive the Closing for three (3) years from the Closing Date hereunder and then expire. All representations and warranties in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain continue in full force and effect for a period of two (2) years thereafter (the “General Survival Period”) and (ii) the representations and warranties of the Sellers contained in accordance §§3(e), 3(p), and 3(u) above, shall survive the Closing hereunder and continue in full force in effect until the expiration of the applicable statute of limitations (the “Special Survival Period”) and no Person may seek indemnification under this §8 with their terms. If an Indemnified Party delivers respect to an Indemnifying Party, before expiration a breach of a representation or warranty after the expiration of the General Survival Period or covenant or agreementSpecial Survival Period, either as applicable. In the event that an Indemnified Party provides written notice in accordance with §9(g) hereof to the Indemnifying Party with respect to a Claim Notice based upon a breach specific claim within the applicable survival period, and such claim has not been finally resolved before the expiration of such representation or warrantythe applicable survival period, or an Expected Claim Notice based upon a breach of such any representation or warranty that is the basis for such claim (or, in the case of a class action or covenanta series of related claims arising out of substantially the same facts and circumstances as such claim, then all such related claims) shall continue to survive and shall remain a basis for indemnity only as to such specific claim (or, in the applicable representation case of a class action or warranty a series of related claims arising out of substantially the same facts and circumstances as such claim, all such related claims) until such claim is finally resolved. The Parties’ respective covenants and agreements to be performed at or covenant after the Closing Date contained in this Agreement shall survive untilindefinitely unless otherwise set forth herein; provided, but only for purposes ofhowever, that any such survival shall not be deemed, directly or indirectly, to affect the resolution of General Survival Period or the matter covered in reasonable detail by such notice. If Special Survival Period applicable to the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Partyrepresentations and warranties.

Survival of Representations and Warranties and Covenants. The (a) If the Merger is consummated, the representations and warranties set forth in Sections 3.1, 3.2, 3.15(a) and 3.18 (of the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties Company contained in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect for a period of [*] after the Closing Date and then shall terminate other than the Specified Representations, which shall survive the Closing and remain in accordance with their termsfull force and effect until ninety (90) days following the expiration of the applicable statute of limitations (such applicable date, the “Survival Date”). If an the Merger is consummated, all covenants of the Parties (including the covenants set forth in Articles IV and V) shall expire and be of no further force or effect as of the close of business on the date that is [*] months after the Closing Date, except to the extent such covenants provide that they are to be performed after the Closing, in which case such covenants shall survive until the date or end of the period specified therein (and, if no date or period is [*] Confidential treatment requested. 90 CONFIDENTIAL TREATMENT REQUESTED specified therein, then such covenants shall survive indefinitely). Notwithstanding anything to the contrary contained in this Section 8.1, if, at any time prior to the applicable Survival Date, any Indemnified Party Person delivers to an Indemnifying Party, before expiration the Securityholders’ Representative a written notice as provided in Section 8.4(a) alleging a breach or violation of a any such representation or warranty or covenant and asserting a claim for recovery under Section 5.9 or agreement, either a Claim Notice Section 8.2 based upon a on such breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenantviolation, then the applicable representation or warranty or covenant underlying the claim asserted in such notice shall survive untiluntil such time as such claim is fully and finally resolved; provided, but only that the representations and warranties set forth in Section 2.11 hereof shall survive until the Tax Survival Date. Except as otherwise provided in Section 5.9, if the Merger is consummated, this Article VIII is the sole and exclusive remedy to the Parties for purposes all claims in any way related to this Agreement and the transactions contemplated hereby other than (a) claims based upon fraud or intentional misrepresentation, or intentional breach, or (b) claims seeking equitable remedies. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by Acquiror, Acquiror’s Affiliates (including the Surviving Corporation and its Subsidiaries) and, if applicable, their respective officers, directors, agents and employees, and their respective assigns, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of Acquiror, Acquiror’s Affiliates (including the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified PartySurviving Corporation and its Subsidiaries) and, the Indemnified Party shall promptly so notify the Indemnifying Partyif applicable, their respective officers, directors, agents and employees, and their respective assigns.