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

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) the representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the date that is fifteen (15) months after the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) if written notice of a claim has been given in the manner required by this Article XI prior to the expiration of the applicable representations, warranties or covenants by the party seeking indemnification for such claim, then the relevant representations, warranties and covenants of the applicable party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or limitations contained in this Article XI shall apply to any claims relating to Fraud.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) the representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the date that is fifteen (15) months after the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) if written notice of a claim has been given in the manner required by this Article XI prior to the expiration of the applicable representations, warranties or covenants by the party seeking indemnification for such claim, then the relevant The representations, warranties and covenants of the applicable party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or limitations Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 10.1, and any and all claims and causes of action for indemnification under Article XI IX (whether or not arising out of an inaccuracy or breach of any representation, warranty or covenant of the Party) 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 agree that 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 apply survive as follows: a. the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 shall survive the Closing indefinitely; b. the representations and warranties set forth in Sections 4.9(k), 4.13, 4.17 and 4.18, and the indemnities provided in Sections 9.4 and 9.5, shall survive the Closing until the date three months after the later of expiration of the statute of limitations relevant to the applicable representation or the conclusion of any challenge by a Governmental Authority (the “Extended Survival Period”); and c. all other representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing until the second anniversary of the Closing unless, in the case of covenants or agreements, a specified survival period is otherwise set forth in this Agreement(in which case such specified date will control)(the “General Survival Period” and the Extended Survival Period, each a “Survival Period” and collectively the “Survival Periods”). Notwithstanding the foregoing: (i) any obligations to indemnify, defend and hold harmless pursuant to Sections 10.2(a), (b) and (c) shall not terminate with respect to any claims relating item as to Fraudwhich the Indemnified Party shall 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 Party in accordance with Section 10.3; and (ii) this Section 10.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) the 9.4.1 The representations and warranties (other than the Company Fundamental Reps of Purchaser and Seller Fundamental Reps) Sellers and Pre-Closing Covenants of the Parties Invensys contained herein and the right of an Indemnitee to bring an indemnification claim under in this Article XI in respect of any breach thereof, Agreement shall survive the Closing solely for purposes of Article 9 and such representations and warranties shall remain in full force and effect until 11:59pm (Pacific time) terminate at the close of business on the date that is fifteen twenty-one (1521) months after the Closing Date; provided, however, that (bi) the Company Fundamental Reps (other than the Tax Reps) representations and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI warranties contained in respect of any breach thereof, Section 4.7 shall survive the Closing and shall remain in full force effect indefinitely, (ii) the representations and effect until 11:59pm (Pacific time) on the fourth anniversary of warranties contained in Section 4.11 shall survive the Closing Dateuntil the expiration of six (6) months following the last day on which any 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, (ciii) the Tax Reps representations and the right of an Indemnitee to bring an indemnification claim under this Article XI warranties contained in respect of any breach thereof, Section 4.16 shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on any investigation by the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims parties with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) if written notice of a claim has been given in the manner required by this Article XI prior to thereto until the expiration of the applicable representations, warranties or covenants by statute of limitations (including extensions thereof) and (iv) the party seeking indemnification for such claim, then the relevant representations, warranties and covenants survival of the applicable party representations and warranties contained in Section 4.20 shall be governed by Section 9.4.3 below. 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 solely the Closing and remain in effect indefinitely. 9.4.3 Any claim for indemnification under Section 9.1.1.3 with respect to Losses attributable to Pre-Closing Environmental Liabilities or for a breach of Section 4.20 which is not asserted by notice given as to such claim until such claim has been finally resolved pursuant to this Article XI and herein provided within seven (y7) none years of the Closing Date 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 periods, termination dates or limitations contained in this Article XI shall apply as herein provided will be timely made for purposes hereof. 9.4.4 Any claim for indemnification under Section 9.1.1.4 with respect to any claims relating Losses attributable to FraudPredecessor Environmental Liabilities which is not asserted by notice given as herein provided within eight (8) years of the Closing Date 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.

Survival of Representations and Warranties and Covenants. Subject to the limitations (a) The representations and other provisions of warranties contained in this AgreementAgreement shall survive as follows: (i) Except as otherwise provided in Section 9.02(a)(ii), (aiii) or (iv), all representations and warranties shall expire on the first anniversary of the Closing Date. (ii) Notwithstanding Section 9.02(a)(i) the representations and warranties (other than the Company Fundamental Reps and of Seller Fundamental Reps) and Pre-Closing Covenants of the Parties contained herein and the right of as an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, Indemnifying Party shall survive the Closing and shall remain in full force and effect Date until 11:59pm the expiration of any applicable statute of limitations, including extensions thereof, with respect to: (Pacific time) on the date that is fifteen (15) months after the Closing Date, (b1) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI inaccuracy or misrepresentation in respect or breach of any representation or warranty made by Seller in this Agreement arising out of fraud or willful misconduct; and (2) any inaccuracy or misrepresentation in or breach thereofof any representation or warranty made in Sections 3.15, 3.20 and 3.21 regardless of whether such inaccuracy or misrepresentation or breach arises out of fraud or willful misconduct. (iii) Notwithstanding Section 9.02(a)(i), the representations and warranties of Buyer and RBC as Indemnifying Parties shall survive the Closing and shall remain in full force and effect Date until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) if written notice of a claim has been given in the manner required by this Article XI prior to the expiration of the applicable representationsstatute of limitations, including extensions thereof, with respect to any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer or RBC in this Agreement arising out of fraud or willful misconduct. (iv) Notwithstanding Section 9.02(a)(i), the representations and warranties of Seller set forth in Sections 3.01, 3.02, 3.04, 3.05, 3.09, 3.12 and 3.14 shall survive without expiration. Any cause of action for breach of a representation or covenants by warranty contained herein shall expire and terminate unless the party seeking indemnification for claiming that such claim, then breach occurred delivers to the relevant representations, warranties other party written notice and covenants a reasonably detailed explanation of the applicable party shall survive solely as to alleged breach on or before 5:00 P.M., eastern time, on the date on which such claim until such claim has been finally resolved representation or warranty expires pursuant to this Article XI and Section 9.02(a). (yb) none of the survival periods, termination dates or limitations The covenants contained in this Article XI Agreement shall apply to any claims relating to Fraudsurvive without expiration unless otherwise expressly provided in such covenant.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) the All representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Parties contained herein Seller set forth in ARTICLE III and the right of an Indemnitee to bring an indemnification claim under this Article XI Buyer set forth in respect of any breach thereof, ARTICLE IV shall survive the Closing and shall remain in full force and effect until 11:59pm for a period of sixteen (Pacific time) on the date that is fifteen (1516) months after the Closing DateDate and shall thereupon terminate and be of no further force and effect; provided, however, that (bi) the Company foregoing shall not apply to representations and warranties under Section 3.1(Organization), Section 3.2(Authorization), the first sentence of Section 3.5 (Title to Assets), Section 3.6(a) (Sufficiency of Assets), Section 3.9 (Brokers), and Section 3.26 (No Undisclosed Liabilities) (collectively, “Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereofRepresentations”), which shall survive the Closing and shall remain in for the full force and effect until 11:59pm period under any applicable statute of limitations (Pacific timeincluding any waiver, extension or mitigation thereof) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is plus one sixty (60) days after and (ii) Section 3.11(Taxes) and Section 3.21(ERISA), which shall survive the expiration Closing until the termination of the applicable statute of limitations (giving effect to including any waiver, extension or mitigation or extension thereof) applicable plus sixty (60) days, and then each of (i) and (ii) shall thereupon terminate and be of no further force and effect. (b) The period for which a representation or warranty, covenant or agreement survives the Closing as provided in this Agreement is referred to herein as the subject matter of “Applicable Survival Period”; provided, however, that this shall not prohibit any claim for Losses pursuant to Section 10.2 after such representations and warranties bars all claims Applicable Survival Period with respect to such subject matter and (d) all covenants and other agreements that by their terms are Losses as to be performed or complied with, in whole or in part, at or after which the Closing (“Post-Closing Covenants”) shall survive the Closing Seller has received written notice from Buyer in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) if written notice of a claim has been given in the manner required by this Article XI ARTICLE X prior to the expiration of such Applicable Survival Period. Buyer acknowledges that the applicable representationsSeller has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided within this Agreement, and that Buyer is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or covenants by implied, except for the party seeking indemnification for such claim, then the relevant representations, representations and warranties and covenants of the applicable party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or limitations contained in this Article XI shall apply to any claims relating to FraudAgreement.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) If the Merger is consummated, the representations and warranties (other than of the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under in this Article XI in respect of any breach thereof, Agreement 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 full force and effect until 11:59pm ninety (Pacific time90) days following the expiration of the applicable statute of limitations (such applicable date, the “Survival Date”). If 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 fifteen (15) [*] months after the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable except to the subject matter of extent such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements provide that by their terms they are to be performed or complied withafter the Closing, in whole or in part, at or after the Closing (“Post-Closing Covenants”) which case such covenants shall survive until the Closing in accordance with their respective termsdate 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 the foregoing or anything to the contrary contained in this AgreementSection 8.1, (x) if written notice of a claim has been given in the manner required by this Article XI if, at any time prior to the expiration applicable Survival Date, any Indemnified Person delivers to the Securityholders’ Representative a written notice as provided in Section 8.4(a) alleging a breach or violation of the applicable representations, warranties any such representation or covenants by the party seeking indemnification warranty or covenant and asserting a claim for recovery under Section 5.9 or Section 8.2 based on such claimbreach or violation, then the relevant representation or warranty or covenant underlying the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved; provided, 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 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 warranties, covenants and covenants obligations of the applicable party 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 survive solely not be limited or otherwise affected by or as to such claim until such claim has been finally resolved pursuant to this Article XI a result of any information furnished to, or any investigation made by or knowledge of, any of Acquiror, Acquiror’s Affiliates (including the Surviving Corporation and (yits Subsidiaries) none of the survival periodsand, termination dates or limitations contained in this Article XI shall apply to any claims relating to Fraudif applicable, their respective officers, directors, agents and employees, and their respective assigns.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) the The representations and warranties of Seller contained in this Agreement or in the certificate delivered pursuant to Section 8.1(d) (other than the Company Fundamental Reps and “Seller Fundamental RepsRepresentations”) and Pre-Closing Covenants of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain continue in full force and effect until 11:59pm the Survival Date; provided, however, that (Pacific timei) on the date that is fifteen representations and warranties made pursuant to Section 5.1 (15Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.4 (Purchased Subsidiaries; Capitalization), Section 5.5 (Ownership and Transfer of Purchased Assets), Section 5.19 (Financial Advisors) months after (collectively, the “Seller Fundamental Representations”) and the representations and warranties made pursuant to Section 5.9 (Taxes) and Section 5.14 (Employee Benefits Plans) shall in each case survive until sixty (60) days following the expiration of the applicable statutory period of limitation (including all periods of extension, whether automatic or permissive), (ii) the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property) and Section 5.18 (Environmental Matters) shall survive until the third (3rd) anniversary of the Closing Date and (iii) the representations and warranties made pursuant to Section 5.12 (Intellectual Property) other than Section 5.12(c) shall survive until the second (2nd) anniversary of the Closing Date. Written notice of a claim for indemnification must be given by Purchaser to Seller in accordance with the provisions hereof prior to the expiration of the applicable representations and warranties, in which case such claim shall survive until finally resolved or judicially determined. Any claim for indemnification as a result of a breach of a representation and warranty by Seller for which notice is not delivered to Seller on or prior to the expiration of the applicable representation and warranty will be irrevocably and unconditionally released and waived. (b) The representations and warranties of Purchaser contained in this Agreement or in the Company Fundamental Reps certificate delivered pursuant to Section 8.2(c) (other than the Tax Reps“Purchaser Representations”) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain continue in full force and effect until 11:59pm the Survival Date; provided, however, that the representations and warranties of Purchaser set forth 83 in Section 6.1 (Pacific timeOrganization and Good Standing), Section 6.2 (Authorization of Agreement) and Section 6.6 (Financial Advisors) shall survive indefinitely (all of such representations and warranties, the “Purchaser Fundamental Representations”). Indemnification claims may be asserted with respect thereto to the extent permitted by this Article IX. Written notice of a claim for indemnification must be given by Seller to Purchaser in accordance with the provisions hereof prior to the expiration of the applicable representations and warranties, in which case such claim shall survive until finally resolved or judicially determined. Any claim for indemnification as a result of a breach of a representation and warranty by Purchaser for which notice is not delivered to Purchaser on or prior to the fourth expiration of the applicable representation and warranty will be irrevocably and unconditionally released and waived. (c) All of the covenants or other agreements of the Parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent only that noncompliance with such covenants or agreements is waived in writing by the Party entitled to such performance. Except as may governed by Article X, no claim for a breach of a covenant or other agreement set forth in this Agreement that (i) by its nature is required to be performed by or prior to Closing (the “Pre-Closing Covenants”) may be made or brought by any Party after the eighteen (18) month anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter Date and (dii) all covenants and other agreements that by their terms are its nature is required to be performed or complied with, in whole or in part, at or after the Closing (the “Post-Closing Covenants”) shall survive may be made or brought by any Party after the eighteen (18) month anniversary of the last date on which each such Post-Closing Covenant was required to be performed in accordance with their respective terms. Notwithstanding its terms (in each case, a “Survival Period”); provided, however, that any obligation to indemnify and hold harmless shall not terminate with respect to any Losses to which the foregoing or anything Person to be indemnified shall have given notice in writing setting forth the specific claim and the basis therefor to the contrary indemnifying party in this Agreement, (x) if written notice accordance with Section 9.4 before the termination of the applicable Survival Period. Any claim for indemnification as a result of a claim has been given in the manner required breach of a covenant not made by this Article XI a Party on or prior to the expiration termination of the applicable representations, warranties or covenants by the party seeking indemnification for such claim, then the relevant representations, warranties Survival Period will be irrevocably and covenants of the applicable party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI unconditionally released and (y) none of the survival periods, termination dates or limitations contained in this Article XI shall apply to any claims relating to Fraudwaived.

Survival of Representations and Warranties and Covenants. Subject to The representations and warranties of Parent and the limitations and other provisions of Company contained in this Agreement, (a) the representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of Disclosure Letter (including any exhibit or schedule to the Parties contained herein Company Disclosure Letter), and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, other certificates contemplated hereby shall survive the Closing and shall remain in full force and effect effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59pm (Pacific time) on the date Escrow Release Date; provided, however, that is fifteen (15) months after the Closing Date, (b) Special Representations and the representations and warranties of Parent and the Company Fundamental Reps contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of Parent or the Company, until the expiration of ninety (other 90) days following the expiration of the applicable statute of limitations (if later than the Tax Repsexpiration of the Escrow Release Date) and Seller Fundamental Reps and the right for claims which seek recovery of Indemnifiable Damages arising out of an Indemnitee inaccuracy or breach of such representations or warranties; provided further, no right to bring an indemnification claim under this pursuant to Article XI 5 in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after made prior to the Escrow Release Date shall be affected by the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) if written notice delivery of a claim has been given Claim Certificate in respect of such claim; and provided, further, that such expiration shall not affect the manner required rights of any Indemnified Person under Article 5 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by this Article XI prior to Parent or the Company until the expiration of the applicable representations, statute of limitations. The representations and warranties of Acquiror and Sub contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or covenants by effect as of the party seeking indemnification for such claim, then the relevant representations, warranties and Closing. All covenants of the applicable party parties (including the covenants set forth in Article 4) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide or contemplate by their terms that they survive solely as or are to such claim until such claim has been finally resolved be performed after the Closing; provided, however, that no right to indemnification pursuant to this Article XI and (y) none 5 in respect of any claim based upon any breach of a covenant shall be affected by the survival periods, termination dates or limitations contained in this Article XI shall apply to any claims relating to Fraudexpiration of such covenant.

Survival of Representations and Warranties and Covenants. Subject to To the limitations extent that the representations, warranties and other provisions of this Agreement, (a) the representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants covenants of the Parties contained herein in this Agreement are to survive the Closing, they shall survive for the applicable respective periods set forth in this Section 10.1 (each a “Survival Period”), and the right any and all claims and causes of an Indemnitee to bring an action for indemnification claim under this Article XI in respect X arising out of the inaccuracy or breach of any breach thereofrepresentation, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the date that is fifteen (15) months after the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation warranty or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) if written notice covenant of a claim has been given in the manner required by this Article XI Party must be made prior to the expiration of the applicable representations, warranties or covenants by Survival Period. The Parties intend to shorten the party seeking indemnification for such claim, then otherwise applicable statute of limitations and agree that all of the relevant representations, warranties and covenants of the applicable party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or limitations Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article XI X shall apply survive as follows: a. the representations and warranties set forth in Sections 4.1 (Authority and Binding Effect), 4.2 (Organization of Seller), 4.4 (No Violations) and 4.8(a) and (b) (Title to Purchased Assets) and Sections 5.1 (Organization of Purchaser), 5.2 (Authority and Binding Effect) and 5.3 (No Violations) and the Deed shall survive indefinitely; b. the representations and warranties set forth in Sections 4.8(c) and (d) (Condition and Sufficiency of Purchased Assets) and 4.10 (Compliance with Law) shall survive for twenty-four (24) months after the Closing Date c. the representations and warranties set forth in Sections 4.11 (Environmental Matters), 4.15 (Tax Matters) and 4.16 (Employee Benefit Plans) shall survive for thirty-six (36) months after the Closing Date; d. all other representations and warranties of the Parties shall survive until twelve (12) months after the Closing Date; and e. except as otherwise expressly provided herein, all covenants set forth in this Agreement shall survive for five (5) years after the Closing Date. Notwithstanding the foregoing, (i) any obligations to indemnify, defend and hold harmless pursuant to Sections 10.2(a) and (b) shall not terminate with respect to any claims relating item as to Fraudwhich the Indemnified Party shall 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 Party in accordance with Section 10.3, and (ii) this Section 10.1 shall not limit any covenant or agreement of the Parties which contemplates performance after the Closing.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) the The representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under in this Article XI in respect of any breach thereof, Agreement shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the date that is fifteen (15) 18 months after the Closing Date, except that (bi) the Company representations and warranties contained in Sections ‎5.1(a), 5.2, 5.3(a), 5.5, and 5.23 (the “Seller Fundamental Reps (other than the Tax RepsRepresentations”) and Seller (ii) the representations and warranties contained in Sections 6.1, 6.2 and 6.6 (the “Purchaser Fundamental Reps Representations”) shall survive until 30 days after the expiration of the applicable statute of limitations and the right of an Indemnitee to bring an indemnification claim under this Article XI representations and warranties contained in respect of any breach thereof, Section 5.9 shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) 30 days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter respective Tax assessment under applicable Law. All of such representations and warranties bars all claims with respect to such subject matter and (d) all the covenants and other agreements contained in this Agreement that by their terms are contemplate actions (or inaction) to be performed taken (or complied with, in whole or in part, at or not taken) after the Closing (“Post-Closing Covenants”) shall survive the consummation of the transactions contemplated hereby and shall continue in full force and effect after the Closing in accordance with their respective terms. Notwithstanding the foregoing The covenants and agreements contained in this Agreement that contemplate actions (or anything inaction) to be taken (or not taken) prior to the contrary in this AgreementClosing shall not survive the Closing; provided, (xhowever, that the indemnification obligations under Section 9.2(a)(iii) if written notice of a claim has been given in shall survive until the manner required by this Article XI prior to 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 representationsto 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 plan of reorganization is confirmed in the Bestwall Case, warranties 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 covenants (iii), a “Bankruptcy Conclusion Date”); provided, however, that if the Ground Lease is rejected by the party seeking 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 for such claim, then obligations under Section 9.3(a)(iv) shall survive until the relevant representations, warranties and covenants earlier of the date that any and all obligations of Seller Parent or its Affiliates under (A) the Ground Lease or (B) the guarantee referred to in Schedule 7.21 have terminated. Notwithstanding Section 9.1, in the 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 party survival period, the indemnification claim shall survive solely until such time as to such claim until such claim has been is fully and finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or limitations contained in this Article XI shall apply to any claims relating to Fraudresolved.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) If the Merger is consummated, the representations and warranties (other than of the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under in this Article XI in respect of any breach thereof, Agreement shall survive the Closing and remain in full force and * Confidential treatment requested. 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 full force and effect until 11:59pm ninety (Pacific time90) days following the expiration of the applicable statute of limitations (such applicable date, the “Survival Date”). If 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 fifteen (15) [*] months after the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable except to the subject matter of extent such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements provide that by their terms they are to be performed or complied withafter the Closing, in whole or in part, at or after the Closing (“Post-Closing Covenants”) which case such covenants shall survive until the Closing in accordance with their respective termsdate or end of the period specified therein (and, if no date or period is specified therein, then such covenants shall survive indefinitely). Notwithstanding the foregoing or anything to the contrary contained in this AgreementSection 8.1, (x) if written notice of a claim has been given in the manner required by this Article XI if, at any time prior to the expiration applicable Survival Date, any Indemnified Person delivers to the Securityholders’ Representative a written notice as provided in Section 8.4(a) alleging a breach or violation of the applicable representations, warranties any such representation or covenants by the party seeking indemnification warranty or covenant and asserting a claim for recovery under Section 5.9 or Section 8.2 based on such claimbreach or violation, then the relevant representation or warranty or covenant underlying the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved; provided, 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 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 warranties, covenants and covenants obligations of the applicable party 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 survive solely not be limited or otherwise affected by or as to such claim until such claim has been finally resolved pursuant to this Article XI a result of any information furnished to, or any investigation made by or knowledge of, any of Acquiror, Acquiror’s Affiliates (including the Surviving Corporation and (yits Subsidiaries) none of the survival periodsand, termination dates or limitations contained in this Article XI shall apply to any claims relating to Fraudif applicable, their respective officers, directors, agents and employees, and their respective assigns.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) Each of the representations and warranties and covenants (other than except to the Company Fundamental Reps and Seller Fundamental Repsextent the covenant requires performance beyond such sixty (60) and Pre-Closing Covenants of the Parties days) contained herein and the right of an Indemnitee or in any instrument or document delivered or to bring an indemnification claim under be delivered pursuant to this Article XI in respect of any breach thereofAgreement, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the date that is fifteen (15) months after the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after following the expiration of the statute of limitations (giving effect Closing Date and all claims for indemnification with respect to any waiverbreach thereof must be asserted within such survival period or they shall be forever barred. In the event notice of any claim for indemnification under Sections 12.2 and 12.3 hereof has been given within the survival period, mitigation or extension thereof) applicable to of which such notice shall describe in sufficient detail the subject matter of claim, the asserted indemnification amount and the facts supporting such claim, the representations and warranties bars all claims and covenants that are subject of such indemnification Claim shall survive with respect to such subject Claim until the final disposition thereof. (b) From time to time prior to the Closing, the Sellers shall promptly supplement or amend information previously delivered to Buyer with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or disclosed in Article II. In no event will any disclosure of any event or circumstance made after the date hereof and prior to the Closing serve to amend any representation or warranty for any purpose of this Agreement, provided that if the Sellers provide prompt prior and accurate written disclosure to Buyer of any such event or circumstance and its effect on each applicable representation or warranty and Buyer agrees to consummate the transactions contemplated by this Agreement, then no remedy under this Article XII shall be available to the Buyer as it relates to such disclosure. (c) Any remedy under this Article XII for the breach of any representation or warranty or covenant on the part of any of the Sellers shall be reduced or eliminated dollar for dollar to the extent Buyer is able to adjust the Purchase Price pursuant to Section 1.6 to offset any liability, damage, claim, cost or expense resulting from such breach. (d) all covenants and other agreements that by their terms are to No remedy under this Article XII for the breach of any representation or warranty or covenant shall be performed or complied withavailable if, in whole or in part, at or after on the Closing (“Post-Closing Covenants”) shall survive Date, the Closing in accordance with their respective terms. Notwithstanding the foregoing Buyer Knowledge Group has Knowledge of such breach of such representation or anything to the contrary in this Agreement, (x) if written notice of a claim has been given in the manner required by this Article XI prior to the expiration of the applicable representations, warranties warranty or covenants by the party seeking indemnification for such claim, then the relevant representations, warranties and covenants of the applicable party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or limitations contained in this Article XI shall apply to any claims relating to Fraudcovenant.

Survival of Representations and Warranties and Covenants. Subject to The Parties agree that, regardless of any investigation made at any time by the limitations and other provisions of this AgreementParties, (a) the representations and warranties made by Seller and LifeStyle in this Agreement (other than the Company Fundamental Reps and Seller Fundamental Repsany related indemnity obligations) and Pre-Closing Covenants of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full terminate, and be of no further force and effect until 11:59pm (Pacific time) on effect, and no claims with respect thereto may be made by Purchaser, after the date that which is fifteen (15) months after the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth one-year anniversary of the Closing Date; PROVIDED, HOWEVER, that, notwithstanding the foregoing, (ci) the Tax Reps and the right of an Indemnitee claims for indemnification relating to bring an indemnification claim under this Article XI Losses (as defined in respect Section 9.2 below) arising out of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter set forth in Section 4.12 (Taxes), Section 4.13 (Employment and Benefits), and Section 4.14 (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”Environmental) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) if written notice end of a claim has been given in the manner required by this Article XI prior to sixtieth day following the expiration of the applicable representationsstatute of limitations including any extensions or waivers thereof and (ii) claims for indemnification relating to Losses arising out of any defect in the title to any Assets shall survive indefinitely. Further, warranties or covenants if any claim for indemnification hereunder, which has been previously asserted by either party to this Agreement pursuant to a notice of claim in accordance with Section 9.6 below, is still pending at the party seeking indemnification for such claim, then the relevant representations, warranties and covenants expiration of the applicable party survival period, such claim shall continue to be subject to the indemnification provisions of this Agreement until resolved. For the avoidance of doubt, all covenants and agreements made hereunder shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of satisfied in full unless the survival periods, Agreement explicitly provides for a specific termination dates or limitations contained in this Article XI shall apply to any claims relating to Frauddate.

Survival of Representations and Warranties and Covenants. Subject to If the limitations and other provisions of this AgreementMerger is consummated, (a) the representations and warranties (other than of the Company Fundamental Reps contained in this Agreement, as modified or qualified by the Company Disclosure Schedule (including any exhibit or schedule to the Company Disclosure Schedule), and Seller Fundamental Reps) the other certificates contemplated hereby (and Pre-Closing Covenants the indemnification obligations of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, Company Stockholders relating thereto) shall survive the Closing and shall remain in full force and effect effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59pm 11:59 p.m. Pacific Time on the 18 month anniversary of the Closing Date (or if such date is not a Business Day, until such time on the first Business Day thereafter) (the period ending on such date the “General Survival Period”); provided however, that notwithstanding the foregoing (i) the survival period for Fundamental Claims shall be the applicable statute of limitations; and (ii) the survival period for IP/EB Claims will end on the 30 month anniversary of Closing (the “IP/EB Claims Survival Period”); provided further, however, that upon the consummation of an Acquiror COC Event, the IP/EB Claims Survival Period shall immediately terminate. If the Merger is consummated, the representations and warranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall survive until 11:59 p.m. Pacific time) Time on the date that is fifteen twelve (1512) months after following the Closing Date. If the Merger is consummated, (b) all covenants of the Company Fundamental Reps (other than parties shall expire and be of no further force or effect as of the Tax Reps) and Seller Fundamental Reps and Closing, except to the extent such covenants expressly provide that they are to be performed after the Closing; provided, however, that no right of an Indemnitee to bring an indemnification claim under this pursuant to Article XI VI in respect of any claim based upon any breach thereof, shall survive of a covenant prior to the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after be affected by the expiration of the statute of limitations such covenant (giving effect to any waiver, mitigation or extension thereof) applicable subject to the subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary limitations set forth in this Agreement, (x) if written notice of a claim has been given in the manner required ). The parties acknowledge that by this Section 7.1 and the claim limitations set forth in Article XI prior VI, it is their intention to the expiration of the contractually establish their own limitations periods for bringing claims, which may be shorter than what applicable representations, warranties or covenants by the party seeking indemnification for such claim, then the relevant representations, warranties and covenants of the applicable party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or limitations contained in this Article XI shall apply to any claims relating to Fraudlaw would otherwise provide.

Survival of Representations and Warranties and Covenants. Subject The representations, warranties, covenants, agreements and indemnities of the parties contained in this Agreement or any Additional Agreement, or in any writing delivered pursuant to the limitations and other provisions of this Agreement or any Additional Agreement, (a) will survive any investigation prior, on or subsequent to the representations date of this Agreement made by any party or its representatives and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants consummation of the Parties contained herein transactions contemplated in this Agreement, any Additional Agreement or in any writing delivered pursuant to the provisions of this Agreement or any Additional Agreement and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain will continue in full force and effect for the periods specified below (each such period a "Survival Period"): (a) representations, warranties, covenants, agreements and indemnities relating to title to Transferred Assets, the representations, warranties, covenants, agreements and indemnities set forth in Section 4.2, the reporting or ----------- payment of or Liability for Taxes, fraud or willful misrepresentation, and fraudulent or willful incompleteness of disclosure will survive until 11:59pm expiration of any applicable statute or period of limitations, and any extensions of the applicable statute or period of limitations; (Pacific timeb) all representations, warranties, covenants, agreements and indemnities set forth in Section 5.1, will be of no further force and effect on the date ----------- that is two (2) years from the Closing Date; (c) all representations, warranties, covenants, agreements and indemnities set forth in Sections 4.1 and 4.3, will be of no further force and effect on the date that is fifteen five (155) months after years from the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter and ; and (d) all covenants other representations, warranties, covenants, agreements and other agreements that by their terms are to be performed indemnities for which no survival period or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary termination date is set forth elsewhere in this Agreement, (x) if will be of no further force and effect after December 3 1,200 1; provided, however, that the Survival Period will be extended automatically to include any time period necessary to resolve a claim for indemnification which arises out of any written notice to MedSource Indemnitor or Seller Indemnitor advising such Indemnitor of the facts or circumstances that may give rise to a claim has been given in the manner required by this Article XI prior to the for indemnification, provided notice was delivered before expiration of the applicable representations, warranties or covenants by Survival Period. Liability for any item will continue until the party seeking indemnification for such claim, then the relevant representations, warranties and covenants of the applicable party shall survive solely as to such claim until such claim has Claim will have been finally resolved pursuant to this Article XI and (y) none of the survival periodssettled, termination dates decided or limitations contained in this Article XI shall apply to any claims relating to Fraudadjudicated.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) The representations and warranties set forth herein (other than the representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Parties contained herein in Section 3.13), and the right of an Indemnitee to bring an commence any claim with respect thereto, shall survive for 12 months from the Closing Date and shall expire thereafter, and the representations and warranties set forth in Section 3.13, and the right to commence any claim with respect thereto, shall survive for 27 months from the Closing Date and shall expire thereafter (such additional 15-month period, the “Extended Survival Period”), it being understood and agreed that the Parent and its Affiliates’ right to make any claim for indemnification claim under this Article XI VII (including, without limitation, in respect of any breach thereofthe representations and warranties in Sections 3.13(j), (k), and (l)) and Section 8.2(a)(iii) shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the date that is fifteen (15) for 27 months after from the Closing Date; provided that in the event written notice of any claim for indemnification under Section 8.2 or Section 7.1 shall have been given in accordance with Section 8.3(b) or Section 7.3 hereof or written notice of the commencement of a Tax audit shall have been given in accordance with Section 7.5(f) hereof within the applicable survival period, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims be indemnified with respect to such subject matter shall survive until such time as such matter is fully and (d) all finally resolved. Any investigation or other examination that may have been made or may be made at any time by or on behalf of the party to whom representations and warranties are made shall not limit, diminish or in any way affect or be deemed to modify the representations and warranties in this Agreement, and the parties may rely on the representations, warranties and covenants in this Agreement, and other agreements that any schedule, exhibit or certificate in respect thereof, irrespective of any information obtained by their terms are to be performed them by any investigation, examination or complied withotherwise, in whole all cases subject to any and all limitations to which such representations, warranties and covenants are subject pursuant to this Agreement, including the Company Disclosure Schedule. (b) Any covenant or agreement of the parties contained in part, at or this Agreement which by its terms contemplates performance after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective its terms. Notwithstanding the foregoing or anything ; provided, that this provision is not intended to the contrary in this Agreement, (x) if written notice of a claim has been given in the manner required by this Article XI release any party from liability for any breach occurring prior to the expiration Closing of any covenant or agreement that does not survive the applicable representations, warranties or covenants by the party seeking indemnification for such claim, then the relevant representations, warranties and covenants of the applicable party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or limitations contained in this Article XI shall apply to any claims relating to FraudClosing.