Common use of Survival of Representations and Warranties Clause in Contracts

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived.

Survival of Representations and Warranties. The representations Notwithstanding any right of Buyer or Seller fully to investigate the affairs of Buyer or Seller, and warranties notwithstanding any knowledge of Abbottfacts determined or determinable by Buyer or Seller pursuant to such investigation or right of investigation, Buyer and Seller have the right to rely fully upon the representations, warranties, covenants and Purchaser agreements of Seller, the Stockholder and Buyer contained in this Agreement Agreement, or listed or disclosed on any Schedule hereto or in any instrument or document delivered in connection with or pursuant to any of the foregoing. All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder for a period of twelve two (122) months following years after the Closing Date; provided, however except that (a) the representations and warranties of Abbott any representation, warranty, covenant or agreement contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) Sections 3.1 and Section 3.04 (Brokers 4.2 hereof shall survive the execution and Other Advisors)delivery of this Agreement and the Closing hereunder without limitation, (b) the Fundamental Representationsany representation, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing)warranty, Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) covenant or agreement related to Taxes shall survive the execution and delivery of this Agreement and the Closing hereunder until thirty (30) days after the expiration of the applicable statute of limitations limitations, (including c) any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to non-compete agreement delivered pursuant hereto shall survive the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after until the expiration of the applicable statute duration of limitations such covenant not to compete, and (including d) any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and or agreement contained in this Agreement herein and any Liabilities of Seller with respect thereto relating to Medicare, Medicaid or third party payors shall survive until the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration later of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedthird anniversary of the Closing Date or the conclusion of any audit or review commenced within such three-year period.

Survival of Representations and Warranties. The representations and warranties of AbbottXxxxxx, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott Seller contained in Section 4.12 (Intellectual Property) shall survive the Closing for a period of twenty-four (24) months following the Closing Date, and (b) (i) the representations and warranties of Xxxxxx contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization; Noncontravention) and Section 3.04 (Brokers and Other Advisors), (bii) the Fundamental Representations, and (ciii) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 11.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.0511.05. Any claim not asserted in accordance with this Article X XI on or prior to the expiration of the applicable survival period set forth in this Section 10.01 11.01 will be irrevocably and unconditionally released and waived.

Survival of Representations and Warranties. The Subject to the provisions of Section 7.3 below, (x) all representations and warranties of Abbottthe Company, Seller IBF, the Selling Parties (including IBF) and Purchaser contained herein (including, without limitation, the Series B Representations) or in any document, certificate or other instrument required to be delivered hereunder in connection with the transactions contemplated hereby and (y) all Purchaser Claims relating to any breach or nonfulfillment by Seller or the Selling Parties, or any noncompliance by Seller or the Selling Parties with, any covenant, agreement or obligation contained herein or in any certificate or other document delivered pursuant to this Agreement or relating to the Dissenter Claims, shall survive the Closing for a the period of ending on the first Business Day following the twelve (12) months following month anniversary of the Closing Date (the "Survival Date"); provided, however however, that (ai) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing)the Company and the Selling Parties relating to the Reserved Claims shall not expire and shall survive the Survival Date until such Reserved Claim is finally determined and, Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)if applicable, (b) the Fundamental Representationspaid, and (cii) any covenant, agreement or obligation of Seller or the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) Selling Parties which contemplates performance subsequent to the Survival Date shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing such Survival Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration No claim for indemnification for breach of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each a representation, warranty, covenant and covenant, agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity obligation may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on commenced after the period of survival of such representation, warranty, covenant, agreement or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedobligation.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement shall survive the Closing hereunder and continue in full force and effect thereafter, regardless of any investigation made or to be made by or on behalf of any party hereto, for a period of twelve fifteen (1215) months following the Closing Date; provided, however that (a) except for the representations and warranties (a) of Abbott contained Seller and Elecsys provided for (i) in Section 3.01 (Organization; Standing)Sections 3.13, Section 3.02 (Corporate Authorization) 3.14.3 and Section 3.04 (Brokers and Other Advisors)3.15.5, (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) which shall survive the Closing until thirty hereunder and continue in full force and effect thereafter, regardless of any investigation made or to be made by or on behalf of any party hereto, for a period ending sixty (3060) days after the expiration of the applicable statute relevant statutes of limitations limitations, including with respect to representations and warranties regarding Taxes, any extension or waiver thereof regarding the filing of Tax Returns and the payment of Taxes, and (including any extensions thereofii) in Sections 3.1, whether automatic or permissive). All covenants contained in this Agreement 3.2, 3.3.1, 3.6.2 and 3.20, which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at Closing hereunder and continue in full force and effect thereafter, regardless of any investigation made or to be made by or on behalf of any party hereto, without end or termination, and (b) of Buyer provided for in Sections 4.1, 4.2.1 and 4.5, which it would otherwise expire pursuant shall survive the Closing hereunder and continue in full force and effect thereafter, regardless of any investigation made or to this Section 10.01 ifbe made by or on behalf of any party hereto, prior to such time, a Third Party Claim Notice without end or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05termination. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period Except as set forth in this Section 10.01 will be irrevocably 8.8, after the end of such period, an Indemnitor's obligation to an Indemnitee under this Article VIII with respect to such representations and unconditionally released warranties shall expire except with respect to a matter set forth in a Claim Notice theretofore delivered by an Indemnitee. It is further agreed that each Buyer Indemnitee's rights to indemnification set forth in Subsections 8.1.1, 8.1.2(b), 8.1.3 and waived8.1.4, and each Seller Indemnitee's rights to indemnification set forth in Subsections 8.2.1 and 8.2.2(b), shall remain in full force and effect indefinitely.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller that are covered by the indemnification agreements in Section 7.1(a) and Purchaser contained in this Agreement Section 7.2(a) shall (a) survive the Closing for a period of twelve and (12b) shall expire on the date that is eighteen (18) months following the Closing Date; provided, however except that (ai) the representations and warranties of Abbott contained set forth in Section 3.01 (Organization; Standing)Sections 2.1, Section 3.02 (Corporate Authorization) 2.2, 2.3, 3.1 and Section 3.04 (Brokers and Other Advisors), (b) 3.2 shall survive the Fundamental Representations, Closing without limitation and (cii) the representations and warranties of Purchaser contained set forth in Section 5.01 (Organization; Standing)Sections 2.9, Sections 5.02(a) 2.20 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 2.21 shall survive until 30 days following expiration of all statutes of limitation applicable to the Closing until thirty (30) days matters referred to therein. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, 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, then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such 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 Escrow Funds have been retained in escrow after the expiration Termination Date (as defined in the Escrow Agreement) 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 disburse such retained Escrow Fund in accordance with such withdrawal or resolution and the terms of the applicable statute Escrow Agreement. The rights to indemnification set forth in this Article VII shall not be affected by (i) any investigation conducted by or on behalf of limitations an Indemnified Party or any knowledge acquired (including any extensions thereofor capable of being acquired) by an Indemnified Party, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at before or after the date of this Agreement or the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations Date (including through supplemental information provided pursuant to by Section 4.6), with respect to the inaccuracy or noncompliance with any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive or obligation which is the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third subject of indemnification hereunder or (ii) any waiver by an Indemnified Party Claim Notice or Direct Claim Notice with respect of any closing condition relating to the breach shall have been timely delivered to accuracy of any representations and warranties or the Party against whom such indemnity may be sought in accordance performance of or compliance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably agreements and unconditionally released and waivedcovenants.

Survival of Representations and Warranties. The All the representations and warranties of Abbott, Buyer and Seller and Purchaser contained in this Agreement shall survive the Closing (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing) until the Expiration Date, other than (A) those contained in Section 3.2 (Due Authorization and Enforceability), Section 3.5 (Title to Assets), Section 3.12 (Tax Matters), Section 3.22 (Employee Benefits), Section 3.32 (San Francisco Law School; Family Violence and Sexual Assault Institute) (“Seller Fundamental Reps”) and in Section 4.1 (Organization of Buyer), Section 4.2 (Authorization of Transaction), Section 4.4 (Capitalization), Section 4.5 (Valid Issuance of Securities), Section 4.9 (Disqualification), and Section 4.10 (Brokers) (“Buyer Fundamental Reps”), which shall survive the Closing (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing) for a period of twelve eighteen (1218) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representationsmonths, and (cB) the representations and warranties of Purchaser contained in Section 5.01 fraud (Organization; Standingincluding intentional misrepresentation but excluding negligent misrepresentation), Sections 5.02(aas to which a claim may be made until the expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) plus 60 days. The post-closing covenants of the parties set forth in this Agreement shall survive the Closing until thirty the expiration of any applicable statutes of limitations (30after giving effect to any extensions or waivers) days plus 60 days. All covenants and agreements made by any party that contemplate performance after the Closing Date shall survive in accordance with their terms, or if no term is specified, until the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)limitations. All other covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including and agreements made by any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained party in this Agreement shall survive until the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedExpiration Date.

Survival of Representations and Warranties. The representations and warranties of Abbott, made by Seller and Purchaser contained each Shareholder in this Agreement or any Related Document shall survive the Closing for a period and shall continue in effect until April 30, 2006, except (i) that the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.7 and 4.11 shall survive until the third anniversary of twelve (12) months following the Closing Date; provided, however that (aii) the representations and warranties set forth in Sections 4.10, 4.19 and 4.20 or any claims for Losses arising out of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) or resulting from any fraud or intentional misrepresentation shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations with respect to such matters (including and any extensions thereof) and (iii) as to the breach of any representation or warranty as to which a claim is submitted in writing by a Purchaser Indemnitee (as defined herein) within such period and identified as a claim for indemnification pursuant to this Agreement or any Related Document, whether automatic or permissive)in which case such representation and warranty shall survive until the claim is resolved. All covenants Notwithstanding anything to the contrary contained in this Agreement which are Agreement, the obligations of the Seller and Shareholders to be performed prior to the Closing indemnify any Purchaser Indemnitee for Excluded Liabilities under Section 9.2(c) shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at survive six years, or after the Closing shall terminate thirty (30) days after the expiration of if longer the applicable statute of limitations (including plus any extensions thereoffor Tax matters. The representations and warranties of the Purchaser shall terminate as of April 30, whether automatic 2006 provided however as to the breach of any representation or permissive). Notwithstanding the foregoing, each representation, warranty, covenant warranty as to which a claim is submitted in writing by a Seller Indemnitee (as defined below) within such period and agreement contained in this Agreement shall survive the time at which it would otherwise expire identified as a claim for indemnification pursuant to this Section 10.01 ifAgreement or any Related Document, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to representation and warranty shall survive until the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedis resolved.

Survival of Representations and Warranties. The rights of the Parties to indemnification under this Agreement with respect to the representations and warranties made hereunder shall survive the Closing (i) for a period of Abbottfifteen (15) months; provided, however (ii) that the rights of the applicable Parties to indemnification under this Agreement with respect to the representations and warranties in Sections 4.01, 4.02, 4.03, 4.04(i) and 4.17 (collectively, the “Non-Healthcare Fundamental Seller Representations”), and Purchaser Sections 5.01, 5.02, 5.03(i), 5.05, 5.13, 5.17, 5.24 and 5.26 (collectively, the “Non-Healthcare Fundamental Buyer Representations”), shall survive the Closing for a period of six (6) years, and (iii) that the rights of the applicable Parties to indemnification under this Agreement with respect to the representations and warranties in Sections 4.10 and 4.11 (collectively, the “Healthcare Fundamental Seller Representations”) and Sections 5.07 and 5.08 (collectively, the “Healthcare Fundamental Buyer Representations”) shall survive the Closing for a period of six (6) years. None of the covenants or other agreements in contained in this Agreement shall survive the Closing for a period of twelve (12) months following other than the covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing Date; provided, however that which covenants and agreements shall survive until the earlier of (a) the representations period provided in such covenants and warranties of Abbott contained in Section 3.01 (Organization; Standing)agreements, Section 3.02 (Corporate Authorization) if any, or until fully performed and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and date that is six (c6) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days years after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire Any claim for indemnification pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought 12.01 that is made in accordance with the requirements set forth in Section 10.05. Any claim not asserted in accordance with this Article X on or 12.05 prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived12.01 with respect to such claim shall survive, subject to the remaining limitations set forth in this Section 12.01, until such claim is finally resolved.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall and the Schedules attached hereto or in any writing delivered by any Party to any of the other Parties in connection with this Agreement will survive the Closing for a period until the 18 month anniversary of twelve (12) months following the Closing Date; provided, however except that (a) the representations and warranties of Abbott contained in Section 3.01 4.1 (Organization; StandingOrganization and Power), Section 3.02 4.2(a) (Corporate Authorization), Section 4.5(a) (Indebtedness), Section 4.8(a) (Assets), Section 4.9 (Taxes), Section 4.22 (Brokerage), Section 4.23 (Affiliate Transactions), Section 4.24 (Solvency), Section 5.1 (Organization and Power), Section 5.2 (Authorization), Section 5.4 (Broker’s Fees), Section 6.1 (Organization and Power), Section 6.2 (Authorization), and Section 3.04 6.4 (Brokers and Other Advisors)Brokerage) (collectively, (b) the “Fundamental Representations, and (c”) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) will terminate 30 days after following the expiration of the applicable statute statutes of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)limitations. Notwithstanding the foregoing, each representationany representation or warranty in respect of which indemnity may be sought under Section 10.2, warrantyand the indemnity with respect thereto, covenant and agreement contained in this Agreement shall will survive the time at which it would otherwise expire terminate pursuant to this Section 10.01 if, prior 10.1 if written notice of the inaccuracy or breach thereof giving rise to such time, a Third Party Claim Notice right or Direct Claim Notice with respect to the breach shall alleged right of indemnity under this Article 10 will have been timely delivered given to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to such time. The covenant contained in Section 7.3 will expire at the expiration Closing. Each covenant and agreement of Sellers, the applicable survival period set forth Shareholders and Buyers contained in this Section 10.01 Agreement, which by its terms is required to be performed after the Closing Date, will be irrevocably survive the Closing and unconditionally released remain in full force and waivedeffect until such covenant or agreement is performed.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the parties contained in Articles IV and V of this Agreement shall survive and the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott indemnification contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization11.2(a) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors11.2(b) shall survive the Closing until thirty (30) days after the expiration first anniversary of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained , other than (a) the indemnification obligations set forth in this Agreement which are to be performed at or after the Closing shall terminate thirty (30Section 11.2(a)(ii)(y) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice 11.2(b)(ii)(y) with respect to the breach covenants set forth in Sections 6.4, 6.6, 6.9, 6.10, 6.12, 6.13(b) -(f), 6.15, 6.19, 6.20 and 6.24 which by their terms are not capable of performance prior to the first anniversary of the Closing Date, in which case the indemnification obligations shall, with respect to each such covenant required to be performed following the Closing Date, survive for 30 days following the expiration of such covenant in accordance with its terms and (b) the indemnification obligations set forth in Section 11.2(a)(iii), in which case the indemnification obligations shall survive until June 30, 2010 (the “Survival Period”); provided, however, that (x) any obligations to indemnify and hold harmless shall not terminate with respect to any Losses as to which the Person to be indemnified shall have been timely delivered given notice (stating in reasonable detail the basis of the claim for indemnification) to the Party against whom such indemnity may be sought indemnifying party in accordance with Section 10.05. Any claim 11.10 before the termination of the Survival Period and (y) any obligations to indemnify and hold harmless pursuant to Section 11.2(a)(iii) shall not asserted in accordance terminate with this Article X on or respect to any Losses, to the extent such Losses were actually incurred prior to the expiration termination of the applicable survival period set forth in this Section 10.01 will Survival Period and, for the avoidance of doubt, there shall be irrevocably and unconditionally released and waivedno obligation to indemnify or hold harmless pursuant to 11.2(a)(iii) any Losses that were not actually incurred prior to the termination of such Survival Period, without regard to whether notice was given prior to such termination.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement and the covenants of Seller under Section 5.11 hereof shall survive the Closing for a the applicable period set forth in this Section 8.06, and any and all Claims and causes of twelve action for indemnification under this Article VIII arising out of the inaccuracy or breach of any representation or warranty of Seller or Purchaser must be made prior to the termination of the applicable survival period. All of the representations and warranties of Seller contained in this Agreement and any and all Claims and causes of action for indemnification under this Article VIII with respect thereto shall terminate eighteen (1218) months following the Closing Date; provided, however provided that (a) the representations and warranties of Abbott Seller contained in Section Sections 2.01 (Ownership of Shares), 2.02 (Organization), 2.03 (Authority and Binding Effect), 3.01 (Organization; Standing), 3.02 (Capitalization), Section 3.02 3.03(a) (Corporate Authorizationlast sentence only) and Section 3.04 3.03(c) (Brokers and Other Advisors), Subsidiaries) shall survive indefinitely; (b) the Fundamental Representations, representations and warranties of Seller contained in Section 3.17 (solely with respect to Income Taxes and wage withholding and payroll Taxes) and Section 3.19 shall survive until 90 days following the expiration of the applicable statute or similar period of limitations; (c) the representations and warranties of Purchaser Seller contained in Section 5.01 3.13 shall survive until three (Organization3) years following the Closing Date; Standing(d) the representations and warranties of Seller contained in Section 3.10 (solely with respect to health care Laws), Sections 5.02(a) and Section 3.11 (b) (Corporate Authorizationsolely with respect to health care Laws) and Section 5.07 (Brokers and Other Advisors) 3.22, to the extent any Claims under such sections arise out of matters occurring prior to May 15, 2002, shall survive until seventy-two (72) months from May 15, 2002; and (e) the Closing until thirty (30) days after the expiration representations and warranties of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants Seller contained in this Agreement which are Section 3.10 (solely with respect to be performed health care Laws), Section 3.11 (solely with respect to health care Laws) and Section 3.22, to the extent any Claims under such sections arise out of matters occurring after May 15, 2002, but prior to the Closing Closing, shall terminate on survive until three (3) years following the Closing Date; it being understood that in the event an Indemnified Party delivers notice of any claim for indemnification under Section 8.01(a), Section 8.02(a), Section 8.03(a) or Section 8.03(b) within the applicable survival period and such notice describes such Claims with reasonable specificity, the representations and warranties that are the subject of such indemnification claim shall survive until such time as such claim is finally resolved. The covenants contained in this Agreement which are of Seller under Section 5.11 shall survive for the same survival period as the underlying representation and warranty. If the Closing occurs, Purchaser will have no liability pursuant to be performed at Section 8.03 unless on or before eighteen months after the Closing shall terminate thirty (30) days after the expiration Date, Seller notifies Purchaser of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought claim in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived8.06 hereof.

Survival of Representations and Warranties. The Subject to the provisions of this Article VIII, the representations and warranties of Abbottthe Seller, Seller EVSA, DRUSA, HEI and Purchaser SALN contained in Article III and of the Buyer in Article IV shall survive the Closing (and any investigation by the Parties with respect to such representations and warranties) but shall terminate and be of no further force or effect on the third (3rd) anniversary of the Closing Date and no claims shall be made by any Indemnified Party (as hereinafter defined) under this Article VIII thereafter. Notwithstanding the foregoing, (a) any such representation or warranty as to which a claim relating thereto is asserted in writing (which states with specificity the basis therefor) in accordance with Section 8.3 of the SPA during such survival period shall, with respect only to such claim, continue in force and effect beyond such survival period pending full and final resolution of such claim, (b) the representations and warranties of the Seller, HEI and SALN set forth in Section 3.1 (Organization and Authority), Section 3.2 (Authorization; Enforceability), Section 3.3 (Transfer of Title) and Section 3.9 (Brokers) and of the Buyer set forth in Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability) and Section 4.4 (Brokers) shall survive the Closing forever, (c) the representations and warranties of the Seller, HEI and SALN set forth in Section 3.5 (Taxes), shall survive until the expiration of the relevant statutory period of limitations applicable to the underlying claims (provided, however, that neither the Buyer nor any of the Seller, HEI or SALN may extend such period by giving any waiver or agreeing to any extension thereof without the express prior written consent of the Seller), (d) each covenant and agreement in this Article VIII shall survive the Closing and shall remain in full force and effect with respect to any claim made with respect to any representation, warranty, covenant or agreement contained in this Agreement during the survival period thereof for such period as is necessary to fully and finally resolve any such claim but with respect only to such claim, and (e) the remaining covenants and agreements of the Parties contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained extent provided in this Agreement which are to be performed at such covenant or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedagreement.

Survival of Representations and Warranties. The representations and warranties of Abbott, made by Seller and Purchaser contained in this Agreement that constitute (i) General Representations shall survive the Closing for a period and expire at 5:00 p.m., Birmingham, Alabama time, on the eighteen (18) month anniversary date of twelve (12) months following the Closing Date (the “Expiration Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors”), (bii) Fundamental Representations (other than the Fundamental Representations, Tax Representations and (c) the representations in Sections 3.11 and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors3.14) shall survive the Closing and expire at 5:00 p.m., Birmingham, Alabama time, on the six (6) year anniversary date of the Closing Date, (iii) the representations of the Seller contained in Sections 3.11 and 3.14 shall survive the Closing and expire at 5:00 p.m., Birmingham, Alabama time, on the three (3) year anniversary date of the Closing Date and (iv) Tax Representations shall survive until thirty the thirtieth (3030th) days after day following the expiration of the applicable statute of limitations limitations, and in each case Buyer shall have no right to assert any claim or seek indemnity (including and no Seller Related Party shall have any extensions thereofliability or obligation) in respect of a breach of any representation after the applicable expiration time of such representation; provided that, whether automatic or permissive). All covenants contained in this Agreement which are to be performed if at any time prior to the Closing shall terminate applicable expiration time, Buyer delivers to the Seller a notice asserting the existence of a breach of any of the representations and warranties made by Seller (and setting forth in reasonable detail the basis for Buyer’s determination that the breach exists and the amount of the Damages being claimed, in each case to the extent then known, as a result of such breach) and asserting a claim for recovery under this Section 7.01 based on the Closing Date. The covenants contained breach, then the claim asserted in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement notice shall survive the expiration date until such time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to as the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably is fully and unconditionally released and waivedfinally resolved.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser the parties hereto contained in this Agreement (except as otherwise provided below) shall survive the Closing for a period of twelve Date until twenty-one (1221) months following the Closing DateDate and expire on such date, but shall not survive any termination of this Agreement; provided, however that (a) however, the representations and warranties of Abbott contained set forth in Section 3.01 Sections 3.10, 3.11 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the including those representations and warranties of Purchaser contained set forth in Section 5.01 (Organization; Standing3.21 to the extent that the same are treated as representations or warranties set forth in Section 3.11 pursuant to the last sentence of Section 3.21, Section 5.19(s), Sections 5.02(aor Section 7.3(g)), 3.21(a), 3.21(d) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors3.21(e) shall survive the Closing until thirty sixty (3060) days after the expiration of the applicable statute of limitations including extensions thereof under the Applicable Law, including ERISA and the Code, and the representations and warranties set forth in Sections 3.1(a), 3.2, 3.5, and 3.17 and, unless otherwise expressly provided in any Included Agreement, all representations and warranties in such Included Agreements shall survive indefinitely; provided, further, however, that the representations and warranties set forth in Section 3.6(b) hereof shall survive until the later of (including A) the date following agreement upon the Final Statement of Net Settlement pursuant to Section 2.9(d) hereof and (B) the date following delivery of the Third Party Account Report pursuant to Section 2.10(a) hereof, but, notwithstanding anything in this Agreement or any extensions Ancillary Agreement to the contrary, following the expiration of the representations and warranties set forth in Section 3.6(b), no claim may be made for indemnification that could not have been made without the existence of the representations and warranties set forth in Section 3.6(b), and no such actual or alleged breach of the representations and warranties set forth in Section 3.6(b) after the expiration date thereof may be used to demonstrate or support the breach of any other representation or warranty contained in this Agreement, the Ancillary Agreements, or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby and thereby; and provided, further, that if a claim for indemnification which has been timely and properly made pursuant hereto has not been finally resolved before the expiration of the applicable period referred to in this Section 7.2, such claim shall continue to survive until the final resolution thereof. The parties agree that, whether automatic except as expressly provided in this Article VII, with respect to Sellers and Buyer, no claims or permissive). All covenants causes of action may be brought against any of the parties hereto, or any of their respective directors, officers, employees, Affiliates, successors, permitted assigns, advisors, agents, or representatives based upon any of the representations or warranties contained in this Agreement which are to be performed prior to following the Closing Date or any termination of this Agreement. This Section 7.2 shall terminate on not limit (i) any covenant or agreement of the Closing Date. The covenants contained parties in this Agreement which are or any Ancillary Agreement to be performed at the extent that such covenant or agreement contemplates or requires performance after the Closing or any representation or warranty in any Ancillary Agreement or (ii) the parties’ indemnity obligations under Section 5.19, which shall terminate thirty survive for ninety (3090) days after the expiration of the all applicable statute statutes of limitations limitation (including giving effect to any waivers, mitigations or extensions thereof), whether automatic or permissive(iii) Sections 7.3(a)(ii). Notwithstanding the foregoing, each representation(a)(iii), warranty(b)(ii) and (b)(iii), covenant and agreement contained in this Agreement which indemnity obligations shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedindefinitely.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement and the covenants of Seller under Section 5.09 hereof shall survive the Closing for a the applicable period set forth in this Section 8.05, and any and all Claims and causes of twelve action for indemnification under this Article VIII arising out of the inaccuracy or breach of any representation or warranty of Seller or Purchaser must be made prior to the termination of the applicable survival period. All of the representations and warranties of Seller contained in this Agreement and any and all Claims and causes of action for indemnification under this Article VIII with respect thereto shall terminate eighteen (1218) months following the Closing Date; provided, however provided that (a) the representations and warranties of Abbott Seller contained in Section Sections 2.01 (Ownership of Shares), 2.02 (Organization), 2.03 (Authority and Binding Effect), 3.01 (Organization; Standing), 3.02 (Capitalization), Section 3.02 3.03(a) (Corporate Authorizationlast sentence only) and Section 3.04 3.03(c) (Brokers and Other Advisors), Subsidiaries) shall survive indefinitely; (b) the Fundamental Representations, representations and warranties of Seller contained in Section 3.17 (solely with respect to Income Taxes and wage withholding and payroll Taxes) and Section 3.19 shall survive until 90 days following the expiration of the applicable statute or similar period of limitations; (c) the representations and warranties of Purchaser Seller contained in Section 5.01 3.13 shall survive until three (Organization3) years following the Closing Date; Standing(d) the representations and warranties of Seller contained in Section 3.10 (solely with respect to health care Laws), Sections 5.02(a) and Section 3.11 (b) (Corporate Authorizationsolely with respect to health care Laws) and Section 5.07 (Brokers and Other Advisors) 3.22, to the extent any Claims under such sections arise out of matters occurring prior to June 1, 2002, shall survive until seventy-two (72) months from June 1, 2002; and (e) the Closing until thirty (30) days after the expiration representations and warranties of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants Seller contained in this Agreement which are Section 3.10 (solely with respect to be performed health care Laws), Section 3.11 (solely with respect to health care Laws) and Section 3.22, to the extent any Claims under such sections arise out of matters occurring after June 1, 2002, but prior to the Closing Closing, shall terminate on survive until three (3) years following the Closing Date; it being understood that in the event an Indemnified Party delivers notice of any claim for indemnification under Section 8.01(a), Section 8.02(a), Section 8.03(a) or Section 8.03(b) within the applicable survival period and such notice describes such Claims with reasonable specificity, the representations and warranties that are the subject of such indemnification claim shall survive until such time as such claim is finally resolved. The covenants contained in this Agreement which are of Seller under Section 5.09 shall survive for the same survival period as the underlying representation and warranty. If the Closing occurs, Purchaser will have no liability pursuant to be performed at Section 8.03 unless on or before eighteen months after the Closing shall terminate thirty (30) days after the expiration Date, Seller notifies Purchaser of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought claim in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived8.05 hereof.

Survival of Representations and Warranties. The If the Share Purchase is consummated, the representations and warranties of Abbott, the Company and Seller and Purchaser contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation made, disclosure received, or knowledge obtained, by or on behalf of any of the parties to this Agreement, for a period of 24 months following the Closing Date, except for the representation and warranties set forth in Section 3.8 (Intellectual Property) which shall survive the Closing for a period of twelve (12) 36 months following the Closing Date; provided, however that (a) and except for the representations representation and warranties of Abbott contained set forth in Section 3.01 3.1 (Organization; Organization and Good Standing), Section 3.02 3.2 (Corporate Authorization) and Section 3.04 (Brokers and Other AdvisorsSubsidiaries), Section 3.3 (b) Power, Authorization and Validity), Section 3.4 (Capitalization of the Fundamental RepresentationsCompany), and Section 3.5 (c) the representations and warranties of Purchaser contained in No Conflict), Section 5.01 3.6 (Taxes), Section 3.10 (Organization; StandingPower and Capacity), Sections 5.02(a) Section 3.11 (Enforceability; Noncontravention), Section 3.12 (Title to Shares), Section 3.13 (Litigation), and Section 3.14 (bSolvency) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) “Fundamental Representation(s)”), which shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration end of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on under Israeli Law following the Closing Date. The covenants contained in parties hereby agree that this Agreement which are to be performed at or after Article shall constitute a separate agreement for the Closing shall terminate thirty (30) days after the expiration requirements of Section 19 of the applicable statute Israeli Statue of limitations (including any extensions thereofLimitation, whether automatic or permissive). 1958; Notwithstanding the foregoing, each representationsuch expiration shall not affect the rights of any Acquiror Indemnified Person under Article 11 or otherwise to seek recovery of Damages arising out of any fraud, warranty, covenant and agreement contained in intentional misrepresentation or willful misconduct by or on behalf of the Seller and/or the Company. Any claims under this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to a breach of a representation and warranty must be asserted by written notice within the breach applicable survival period contemplated by this Section 11.4, and if such a notice is given, the survival period for such representation and warranty shall have been timely delivered to continue until the Party against whom claim is fully resolved provided however, that in the event such written notice is not followed by a legal suit, within a period of 45 days following the end of the applicable survival period, then the applicable representation or warranty in respect of which indemnity may be is sought under this Article 11, and the indemnity with respect thereto, shall expire in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in under this Section 10.01 will be irrevocably and unconditionally released and waived11.4.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained the parties in this Agreement and any Transaction Document shall survive the Closing for a period of twelve (12) 24 months following the Closing Date; provided, however that except as follows: (a) the representations and warranties of Abbott contained in Section 3.01 Sections 5.1 (Organization; Organization and Good Standing), Section 3.02 5.2 (Corporate AuthorizationPower), 5.3 (No Conflicts; Consent), 5.4 (Capitalization), the penultimate sentence of 5.18 (Intellectual Property), 5.26(b) (Real and Personal Property), 5.29 (Brokers), 6.1 (Authority and Capacity), 6.4 (Ownership of Acquired Shares and the Sellers’ Capital Stock), 6.5 (Brokers), 7.1 (Authority and Capacity), 7.2 (Capitalization) and Section 3.04 7.5 (Brokers and Other Advisors), Ownership of Acquired Shares) shall survive indefinitely; (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 Sections 5.14 (Organization; StandingTaxes), Sections 5.02(a5.22 (Employee Benefits), 5.27 (Environmental) and 7.6 (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTax Status) shall survive until 60 days beyond the Closing until thirty (30) days after the expiration of time by which the applicable statute of limitations (including any extensions thereof) bars further actions for claims that would constitute breaches of the representations and warranties in those Sections; and (c) any representation or warranty for which, whether automatic prior to the 24-month anniversary of the Closing Date or permissive)the survival period described in (b) above, any party has been notified in writing of a claim of a breach of such representation or warranty, in which case the liability for such breach shall continue until it shall have been finally settled, decided or adjudicated as provided hereunder. Any investigation made by a party shall not be deemed to affect such party’s reliance on the representations and warranties made by the other party(ies) and shall not be deemed to be a waiver of indemnity as provided herein. All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration and agreements of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement parties contained in this Agreement herein shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice Closing indefinitely or Direct Claim Notice with respect to for the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedexplicitly specified therein.

Survival of Representations and Warranties. The All representations, warranties, covenants and agreements made by Company in or pursuant to this Agreement or in any writing, certificate, schedule, exhibit, statement, list, report, instrument, or other document furnished or delivered to Lincare in connection with, or in contemplation of, this Agreement, or the purchase and sale of the Assets shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date which shall be at and as of Abbottsuch date, Seller and Purchaser shall survive the execution, delivery and performance of this Agreement and the Closing; provided, however, that the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.5 (a)-(f), (i), and (k)-(m), 4.6, 4.9, 4.10 and 4.11 of this Agreement shall survive the Closing only for a period of twelve five (125) months following years after the Closing Date; providedDate (the “Survival Period”), however that (a) and the remaining representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental “Remaining Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors”) shall survive the Closing until thirty (30) days after the expiration of all applicable statutes of limitation, subject to any tolling thereof, provided that any matter as to which a claim has been asserted with respect to any such Remaining Representations by Lincare’s notice to Company that is pending or unresolved at the end of any applicable limitation period shall remain subject to Company’s representations, warranties to and indemnification of Lincare, notwithstanding any applicable statute of limitations (including which the parties hereby waive solely with respect to any extensions thereof, whether automatic such pending or permissive). All covenants contained unresolved claim) until such claim is finally terminated or resolved by the parties or by a court of competent jurisdiction and any amounts payable hereunder in this Agreement which respect thereof are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)finally determined and paid. Notwithstanding the foregoingabove, each representation, warranty, covenant and agreement contained in this Agreement no event shall the duration of any of the Remaining Representations of Company be limited for a shorter period of time than the Survival Period. The representations in Section 4.12 as they relate to representations in other Sections shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period extent set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedabove for such other Sections.

Survival of Representations and Warranties. The respective representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of until the date that is twelve (12) months following from the Closing Date; provided, however except that (ai) the representations and warranties of Abbott contained in Section 3.01 4.1 (Due Organization; Standing, Good Standing and Corporate Power), Section 3.02 4.2 (Authorization; Noncontravention), Section 4.14 (Finders; Brokers), Section 5.1 (Corporate Due Organization, Good Standing and Corporate Power of Purchaser), Section 5.2 (Authorization; Noncontravention) and Section 3.04 5.6 (Brokers and Other Advisors), (bFinders; Brokers) the Fundamental Representations, shall survive indefinitely and (cii) the representations and warranties of Purchaser contained in Section 5.01 4.8 (Organization; Standing), Sections 5.02(a) and (b) (Corporate AuthorizationTax Matters) and Section 5.07 4.12 (Brokers and Other AdvisorsEnvironmental Matters) shall survive the Closing until thirty (30) days after the expiration terminate as of the applicable statute Closing. Each covenant and other agreement of limitations Purchaser or Seller hereunder shall survive in accordance with its terms, except that (including any extensions thereof, whether automatic or permissive). All x) the covenants and agreements contained in this Agreement which are to be performed prior to the Closing Section 6.10(c), Section 8.2(d) and Section 8.3(d) shall terminate on six (6) years from the end of the taxable year to which the relevant covenant or agreement relates and (y) the covenants and agreements contained in Section 8.2(j) shall terminate six (6) years after the Closing Date. The covenants contained in No Person shall be liable for any claim for indemnification under this Agreement which are to be performed at or after Article VIII unless a Claim Certificate (as defined below) is delivered by the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect Person seeking indemnification to the breach shall have been timely delivered to the Party against Person from whom such indemnity may be indemnification is sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth period, in this Section 10.01 will be irrevocably and unconditionally released and waivedwhich case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of the claims described in such Claim Certificate only, until such claim is resolved, whether or not the amount of the Losses resulting from such breach has been finally determined at the time the notice is given.

Survival of Representations and Warranties. The Each Party’s representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period and shall expire at 11:59 p.m., Eastern Time, on the eighteen (18) month anniversary of twelve (12) months following the Closing Date; provided, however however, that (a) the representations and warranties of Abbott contained in Section 3.01 Sections 2.1 (Organization; Standing, Qualification and Corporate Power), Section 3.02 2.2 (Corporate AuthorizationCapitalization), 2.3 (Authorization of Transaction), 2.4(a) (Non-Contravention), 2.5 (Subsidiaries), 2.9 (Tax Matters), 2.12 (Intellectual Property), 2.24 (Certain Business Relationships With Affiliates) and Section 3.04 2.25 (Brokers and Other Advisors), Brokers’ Fees) (b) the “Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors”) shall survive the Closing until thirty one hundred eighty (30180) days after following the expiration of all statutes of limitation applicable to the matters referred to therein. If an Indemnified Party delivers to the Indemnifying Party, before expiration of a representation or warranty a Claim Notice based upon a breach of such representation or warranty, then the applicable statute representation or warranty shall survive until, but only for purposes of, the resolution of limitations any claims arising from or related to the matter covered by such notice. The rights to indemnification set forth in this Article VII shall not be affected by any investigation or due diligence conducted by or on behalf of the Indemnified Party or any knowledge acquired (including any extensions thereofor capable of being acquired) by the Indemnified Party, whether automatic before or permissive)after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant, obligation or otherwise which is the subject of indemnification hereunder. All covenants contained Nothing in this Agreement which Section 7.4 shall be construed to limit the survival of covenants, agreements and obligations that by their terms are to be performed prior to or observed after the Closing shall terminate on the Closing Date. The covenants contained Effective Time or for which another time period is specified in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedAgreement.

Survival of Representations and Warranties. The Subject to the limitations and other provisions herein, (i) the representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement shall survive the Closing and shall remain in full force and effect for a period of twelve eighteen (1218) months following the Closing Date; provided, however however, that (a) the representations and warranties (a) of Abbott contained each Seller set forth in Section 3.01 Sections 6.1 (Organization; Standing), Section 3.02 6.2 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), 6.4 (b) the Fundamental RepresentationsOwnership), and 6.6 (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Financial Advisors) shall survive the Closing until thirty indefinitely, (30b) of the Company set forth (i) in Sections 5.1 (Organization), 5.2 (Authorization), 5.4 (Capitalization), 5.5 (Subsidiaries) and 5.23 (Financial Advisors) shall survive the Closing indefinitely, (ii) 5.9 (Taxes) shall survive the Closing for a period of ninety (90) days after following the expiration of the applicable statute statutes of limitations limitation and (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to iii) 5.18 (Environmental Matters) shall survive the Closing shall terminate on for a period of five years following the Closing Date. The covenants contained , and (c) of Purchaser set forth in this Agreement Sections 7.1 (Organization), 7.2 (Authorization), 7.6 (Financial Advisors) and 7.8 (Conditions of the Business) shall survive the Closing indefinitely (in each case, the “Survival Period”); provided, however, that any obligations under Sections 10.2(a) and 10.3(a) shall not terminate with respect to any Losses as to which are the Person to be performed at or after indemnified shall have given notice (stating in reasonable detail the Closing shall terminate thirty (30basis of the claim for indemnification and an estimate of the amount of Losses related thereto, if determinable) days after to the indemnifying party in accordance with Section 10.4 before the expiration of the applicable statute Survival Period, and (ii) the covenants and agreements of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement parties hereto shall survive the time at Closing for a period of eighteen (18) months following the Closing Date (unless this Agreement expressly 68 provides that such covenant or agreement shall survive for a longer period in which event it would otherwise expire pursuant to this Section 10.01 if, prior to shall survive for such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedlonger period).

Survival of Representations and Warranties. The representations and warranties (other than the Fundamental Representations (as defined below)) of Abbott, Seller and Purchaser the parties hereto contained in this Agreement shall survive the Closing for a period of twelve eighteen (1218) months following from the Closing Date; provided, however however, that representations and warranties set forth in (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) Authority and Section 3.04 (Brokers and Other AdvisorsQualification of Seller), (b) Section 3.02 (Organization, Authority and Qualification of the Fundamental Companies), (c) Section 3.03 (Capitalization; Ownership of Shares), (d) Section 7.01 (Tax Representations), (e) Section 4.01 (Organization, Authority and Qualification of Parent and Purchaser), (f) Section 4.02 (Organization, Authority and Qualification of the Parent Subsidiaries), (g) Section 4.09 (Preferred Stock), and (ch) Section 4.10 (Capitalization) (collectively, the “Fundamental Representations”; provided, that the representations and warranties of Purchaser contained set forth in Section 5.01 7.01 (Organization; Standing)Tax Representations) shall be considered Fundamental Representations only for purposes of this Article IX, Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsnot for purposes of Article VIII) shall survive the Closing until thirty six (306) years from the Closing Date; provided, however, that any claim made in writing (specifying the nature of the claim and the underlying basis for which indemnification is sought) by the party seeking to be indemnified thereunder within the time periods set forth in this Section 9.01 shall survive until such claim is finally and fully resolved. The covenants and agreements of the parties in this Agreement that by their terms are to be performed following the Closing shall survive the Closing and continue in effect in accordance with their terms until performed or the obligation to so perform shall have expired. The covenants and agreements of the parties contained herein that by their terms are to be performed at or prior to the Closing shall survive the Closing until one (1) year from the Closing Date. The indemnity obligations set forth in Section 9.02(c) and Section 9.02(d) shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations period; provided, however, that any claim made in writing (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement specifying the nature of the claim and the underlying basis for which are indemnification is sought) by the party seeking to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive indemnified thereunder within the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will 9.01 shall survive until such claim is finally and fully resolved. The indemnity obligations set forth in Section 9.02(e), Section 9.02(f), Section 9.02(g), and Section 9.02(h), shall survive the Closing for a period of three (3) years from the Closing Date; provided, however, that any claim made in writing (specifying the nature of the claim and the underlying basis for which indemnification is sought) by the party seeking to be irrevocably indemnified thereunder within the time period set forth in this Section 9.01 shall survive until such claim is finally and unconditionally released and waivedfully resolved.

Survival of Representations and Warranties. The (a) All of the representations and warranties of Abbott, Seller and Purchaser contained in ARTICLE III of this Agreement shall survive until eighteen (18) months after the Closing for Date (the “Termination Date”), at which time liability therefor shall cease, except as provided in the last sentence of this Section 7.1. Notwithstanding the foregoing, the representations and warranties contained in Section 3.1, Section 3.2, Section 3.3 and Section 3.4 shall survive indefinitely and the representations and warranties in Section 3.18 and Section 3.19 shall survive until the lapsing of the appropriate statute of limitations, at which time liability therefor shall cease. If at any time prior to the applicable Termination Date or expiration of the appropriate statue of limitations, as applicable, an Indemnified Party (as defined below) delivers to the Shareholders’ Agent (as defined below) a period written notice alleging, in good faith, the existence of twelve (12) months following the Closing Date; provided, however that (a) an inaccuracy in or breach of any the representations and warranties of Abbott contained the Company and the Company Shareholders (and setting forth in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorizationreasonable detail the basis for such Indemnified Party’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 3.04 (Brokers and Other Advisors)7.2 based on such alleged inaccuracy or breach, (b) then the Fundamental Representations, and (c) representation or warranty underlying the representations and warranties of Purchaser contained claim asserted in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) such notice shall survive the Closing applicable Termination Date or expiration of the appropriate statue of limitations, as applicable, solely for the purposes of resolving such claim and only until thirty such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (30i) days after until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed, until the expiration of the applicable relevant statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedlimitations.

Survival of Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.15, 3.17, and 4.1 hereof shall survive the Closing and remain in full force and effect until the third anniversary of Abbottthe Closing Date, Seller at which time they shall terminate. The representations and Purchaser warranties contained in Sections 3.18, 4.5 and 4.6 hereof shall survive the Closing and remain in full force and effect until the sixth anniversary of the Closing Date, at which time they shall terminate. The representations and warranties contained in Sections 3.7 (as to the fact of ownership (but not as to the presence of Liens or otherwise as to the quality of ownership) of the Assets) and 3.16 hereof shall survive the Closing and remain in full force and effect until the expiration of the applicable statutes of limitations, at which time they shall terminate. All other representations and warranties contained in this Agreement shall survive the Closing for a period of twelve (12) and remain in full force and effect until the date eighteen months following from the Closing Date; provided, however that at which time they shall terminate. All covenants and agreements contained herein shall survive the Closing for the same period of time as to which Seller is obligated to indemnify Buyer (aor, in the case of covenants and agreements of Buyer, for the same period of time as to which Buyer is obligated to indemnify Seller) pursuant to Section 7.5 hereof. The state- ments set forth in the Closing Certificates with respect to the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers covenants and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement agreements contained in this Agreement shall survive for the same length of time at which it would otherwise expire as the corresponding representation and warranty or covenant and agreement, as the case may be. The sole remedy for any breach of any representation, warranty, covenant or agreement shall be pursuant to this Section 10.01 if7.5 hereof, prior to such time, a Third Party Claim Notice except in the case of fraud or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought as otherwise provided in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably Sections 5.14 and unconditionally released and waived9.9 hereof.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement and the obligations of the parties pursuant to Sections 9.02(i), 9.02(v), 9.02(viii), 9.02(ix) and 9.03(a)(i) hereof shall survive the Closing and remain in full force and effect for a period of twelve (12) 15 months following the Closing DateDate (it being understood that, subject to Sections 9.01(a), 9.01(b) and 9.01(c) hereof, and subject to the effect of any applicable statute of limitations, the obligations of the parties pursuant to the remaining provisions of Sections 9.02 and 9.03 hereof shall survive Closing indefinitely); provided, however however, that (a) the representations and warranties of Abbott contained in Sections 3.20, 3.21 and 3.23 shall survive for the period provided in Section 3.01 7.08(c) (Organizationit being understood that the representations and warranties contained in Sections 3.20 and 3.21 shall survive for the period provided in Section 7.08(c) only to the extent of resulting Tax liabilities and otherwise shall remain in full force and effect for a period of 15 months following the Closing Date); Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, representations and warranties contained in Section 3.14 and the obligations of the parties pursuant to Section 9.02(vii) hereof shall survive the Closing and remain in full force and effect until the fourth anniversary of the Closing Date; and (c) the representations and warranties obligations of Purchaser contained in the parties pursuant to Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors9.02(x) shall survive the Closing and remain in full force and effect until thirty (30) days after the 120th day following the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have Loss or Liabilities in question (giving effect to any waiver, mitigation or extension thereof). If written notice of a claim has been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or given prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably representations and unconditionally released warranties by the Purchaser to Parent, or by Parent to the Purchaser, then the relevant representations and waivedwarranties shall survive as to such claim, until such claim has been finally resolved.

Survival of Representations and Warranties. The representations and warranties of AbbottHarsimus set forth in Section 8.1, of Columbia set forth in Section 8.2, of Seller set forth in Section 8.3(a) and 8.3(r) and of Purchaser contained set forth in this Agreement Section 8.4, shall survive the Closing indefinitely and shall not be subject to the Representation Basket (as hereinafter defined) and the Representation Cap (as hereinafter defined) set forth below. The representations and warranties of Seller set forth in Sections 8.3(b) through 8.3(q) will survive the Closing for a period of twelve (12) months following months, after which time they will merge into the Closing DateLLC Assignment and Assumption. Purchaser will not have any right to bring any action against Harsimus, Columbia, or Seller as a result of any untruth, inaccuracy or breach of any representations and warranties of Harsimus, Columbia, or Seller, as the case may be, unless and until the aggregate amount of all liability and losses arising out of all such untruths exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Representation Basket”); providedand then only to the extent of such excess. In addition, however that in no event will Seller’s liability for all such breaches exceed, in the aggregate, the sum of Ten Million 00/100 Dollars (a$10,000,000.00) (the “Representation Cap”). Notwithstanding anything contained herein to the contrary, Harsimus shall be solely liable for a breach of the representations and warranties of Abbott contained set forth in Section 3.01 (Organization; Standing)8.1, Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) Columbia shall be solely liable for a breach of the representations and warranties of Purchaser contained set forth in Section 5.01 (Organization; Standing)8.2, Sections 5.02(a) and (b) (Corporate Authorization) Seller shall be solely liable for a breach of its representations and warranties set forth in Section 5.07 (Brokers and Other Advisors) 8.3. None of Harsimus, Columbia or Seller shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including have any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including liability with respect any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warrantywarranty and covenant herein which may have been made by any of them, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 respectively, if, prior to the Closing, Purchaser has actual knowledge of a breach of such timerepresentation, warranty or covenant by such party and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations will survive Closing without limitation unless a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival specified period set forth is otherwise provided in this Section 10.01 Agreement. All other representations, warranties, covenants and agreements made or undertaken by Harsimus, Columbia, or Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing Date but will be irrevocably merged into the LLC Assignment and unconditionally released Assumption and waivedother Closing documents delivered at the Closing.

Survival of Representations and Warranties. (a) The representations and warranties made by (i) Sprint in Sections 3.1 through 3.5, the first two sentences of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization3.6(a) and Section 3.04 3.7 (Brokers but, in the case of Section 3.7, only to the extent that a change described in such Section relates to a Material Adverse Effect on Sprint and Other Advisors)its Subsidiaries taken as a whole that existed on the Primary Closing Date, but arose after the later of (bx) the Fundamental Representationsdate of the end of the quarter covered by the last Quarterly Report on Form 10-Q of Sprint filed prior to the Primary Closing Date and (y) the date of the end of the year covered by the last Annual Report on Form 10-K of Sprint filed prior to the Primary Closing Date) of this Agreement, and (cii) the representations Buyers in Sections 4.1 and warranties 4.2 of Purchaser contained in Section 5.01 this Agreement (Organization; Standing)the "Surviving Representations") will survive, Sections 5.02(asolely with respect to any damages relating to each particular investment to be made at an Applicable Closing, until the earlier to occur of (x) 15 months after the date of the Applicable Closing and (by) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) 90 days after the expiration publication of the applicable statute results of limitations (including any extensions thereofthe first full audit of the consolidated financial statements of Sprint and its Subsidiaries by Sprint's independent auditors following the Applicable Closing, whether automatic or permissive). All covenants contained in this Agreement which are such financial statements to include a balance sheet and statements of income and cash flows as of a date following the Applicable Closing and to be performed prior prepared in accordance with GAAP applied on a consistent basis with the financial statements included in the SEC Documents. Sprint shall have the right to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are cause its independent auditors to be performed conduct such an audit at or any time after the Closing shall terminate thirty (30) days Applicable Closing. No action may be brought with respect to a breach of any Surviving Representation after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the such time at which it would otherwise expire pursuant to this Section 10.01 ifunless, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom seeking to bring such indemnity may be sought an action has notified the other Parties of such claim, specifying in accordance with Section 10.05reasonable detail the nature of the loss suffered. Any claim not asserted The representations and warranties provided in accordance with Sections 3.10, 4.1(g) and 4.2(g) shall survive without limitation as to time. None of the other representations and warranties made by any party in this Article X on Agreement or any Amended Other Agreement or in any certificate or document delivered pursuant hereto or thereto prior to or on the expiration Applicable Closing shall survive the Applicable Closing. None of the applicable survival period set forth representations and warranties made by any Party in this Section 10.01 will be irrevocably and unconditionally released and waivedAgreement or any Amended Other Agreement or in any certificate or document delivered pursuant hereto or thereto at the Secondary Closing or Greenshoe Closing shall survive such Secondary Closing or Greenshoe Closing, as the case may be, provided that if any certificate or document delivered pursuant hereto, or any portion thereof, pertains to a Surviving Representation, such certificate or document, or such portion thereof, shall survive until the Surviving Representation to which it pertains shall no longer survive as provided herein.

Survival of Representations and Warranties. The All of the representations and warranties of Abbott, Seller and Purchaser contained made in this Agreement Agreement, shall survive the Closing for a period of twelve twenty-four (1224) months following the Closing Date (the “General Survival Date”), at which point such representations and warranties shall terminate and be of no further force and effect thereafter; provided, however that (a) that, the representations and warranties of Abbott contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Authorization) Power and Section 3.04 (Brokers and Other AdvisorsAuthority), Section 3.03 (b) the Fundamental RepresentationsTitle to, and Sufficiency of, the Purchased Assets), Section 3.07 (c) the representations Intellectual Property and warranties of Purchaser contained in Privacy), Section 5.01 3.18 (Brokers’ Fees), Section 4.01 (Organization; Good Standing), Sections 5.02(a) Section 4.02 (Power and Authority), and Section 4.04 (bBrokers’ Fees) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorscollectively, the “Fundamental Representations”) shall survive until the Closing until thirty date that is sixty (3060) days after following the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)limitations. All covenants and agreements of the Parties contained in this Agreement which are to be performed prior to herein shall survive the Closing shall terminate on indefinitely or for the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)period explicitly specified therein. Notwithstanding the foregoing, each representationany claims based upon, warrantyarising out of, covenant and agreement contained or in connection with, fraud shall survive indefinitely. In addition, notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought under this Agreement shall will survive the time at which it would otherwise expire terminate pursuant to this Section 10.01 ifthe immediately preceding sentences if written notice of the inaccuracy or breach thereof, giving rise to such right of indemnification, has been given to the Party, against whom such indemnification may be sought, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach time and such representations and warranties shall have been timely delivered to the Party against whom survive until such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably for indemnification is finally adjudicated and unconditionally released and waivedresolved.

Survival of Representations and Warranties. The respective representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement Agreement, and the rights and obligations of the parties under this Article VIII with respect to breaches of such representations and warranties, shall survive the Closing for a period of twelve two years, except that: (12a) months following any claims for indemnification with respect to any breaches of representations and warranties made on or before such expiration date shall survive the Closing Dateuntil final resolution thereof; provided, however that (ab) the representations and warranties of Abbott contained in Section 3.01 (Organization; StandingAuthority Relative to Agreement), Section 3.02 3.04 (Corporate Authorization) Non-Contravention), Section 3.10 (Intellectual Property), Section 3.26 (No Broker), Section 3.27 (Sufficiency of Assets), Section 4.01 (Authority Relative to Agreement), Section 4.03 (Non-Contravention), and Section 3.04 4.09 (Brokers and Other AdvisorsNo Broker), (b) and the Fundamental Representationsrights and obligations of the parties under this Article VIII with respect to any breaches of such representations and warranties, and shall survive the Closing for a period of three years; (c) the representations and warranties of Purchaser contained in Section 5.01 3.12 (Organization; StandingEmployee Benefit Plans), Sections 5.02(a) and Section 3.15 (b) (Corporate AuthorizationTaxes) and Section 5.07 3.25 (Brokers and Other AdvisorsEnvironmental Matters) shall survive the Closing until thirty for a period ending on the ninetieth (3090th) days day after the expiration of the applicable statute of limitations limitations, and the rights and obligations of the parties under this Article VIII with respect to any breaches of such representations and warranties shall survive the Closing for a period ending at the same time and (including any extensions thereof, whether automatic or permissive). All covenants d) the representations and warranties contained in this Agreement which are Section 3.02 (Capitalization, Title to be performed prior to Shares), Section 3.03 (Execution and Performance of Agreement; Validity and Binding Nature), and Section 4.02 (Execution and Performance of Agreement; Validity and Binding Nature) shall survive the Closing indefinitely. No claims for indemnification for breaches of representations and warranties shall terminate on the Closing Date. The covenants contained in be made under Article VI or this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days Article VIII after the expiration of the applicable statute period of limitations (including any extensions thereof, whether automatic or permissive)survival. Notwithstanding The rights and obligations of the foregoing, each representation, warranty, covenant and agreement contained in parties under this Agreement Article VIII with respect to breaches of covenants shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedClosing indefinitely.

Survival of Representations and Warranties. The All representations and warranties shall survive the Closing and expire on the eighteen month anniversary of the Closing Date; provided, however, all representations and warranties of Abbott, Seller Sellers made pursuant to Section 4.10 (Taxes) and Purchaser contained in this Agreement Section 4.22 (Environmental) shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing continuing until thirty (30) days after following the expiration of the applicable statute of limitations limitations, as extended, and all representations and warranties of Sellers made pursuant to Sections 4.1 (including any extensions thereofOrganization and Good Standing), whether automatic or permissive4.2 (Capitalization; Stock Ownership). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty , 4.3 (30Subsidiaries of MTC), 4.4 (Authority and Enforceability) days after the expiration of the applicable statute of limitations and 4.5 (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement No Conflicts; Authorizations) shall survive the time at Closing indefinitely. Each covenant, agreement and obligation of the Parties hereto shall survive the Closing and expire on the first anniversary of the date on which it would otherwise such covenant, agreement or obligation was to be performed, unless a different term is expressly specified. Any cause of action for breach of a representation or warranty, covenant, agreement or obligation contained herein shall expire and terminate, unless the Party claiming that such breach occurred delivers to the other Party written notice and a reasonably detailed explanation of the alleged breach on or before 5:00 P.M., Chicago time, on the date on which such representation or warranty, covenant, agreement or obligation expires pursuant to this Section 10.01 if9.2. If any claim for indemnification or other recovery is timely asserted pursuant to this Section 9.2, prior the Indemnitee shall have the right to such time, a Third Party Claim Notice or Direct Claim Notice bring an Action with respect to such claim within one (1) year after first giving the breach shall have been timely delivered to the Indemnifying Party against whom notice thereof, but may not bring any such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedAction thereafter.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the Parties contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve fifteen (1215) months following the Closing Date; provided, however except that (a) the representations and warranties of Abbott contained set forth in Section 3.01 (OrganizationExistence); StandingSection 3.02 (Validity of Agreement; Authorization); Section 3.03 (Consents and Approvals); Section 3.04(b)(i) (No Breach); Section 3.05 (Ownership, Due Authorization and Transfer of Subject Interests); Section 3.07 (Financial Advisors), Section 3.02 4.01 (Corporate Formation; Due Qualification and Authority), Section 4.02 (Power and Authority to Act), Section 4.03 (Capitalization), Section 4.04(a) (Enforceability of Operative Agreements), Section 5.01 (Existence), Section 5.02 (Validity of Agreement; Authorization), Section 5.03 (Consents and Approvals), Section 5.04(a) and Section 3.04 5.04(b) (Brokers and Other AdvisorsNo Breach), and Section 5.07 (bFinancial Advisers) (collectively, the “Fundamental Representations”) and any Fundamental Representations in any certificate delivered pursuant hereto, and shall survive the Closing three (c3) years (the representations and warranties applicable period of Purchaser contained in survival of a representation, warranty or covenant being the “Survival Period”); provided that, notwithstanding the expiration of any Survival Period, any obligations under Section 5.01 (Organization; Standing), Sections 5.02(a8.02(a) and (b) (Corporate Authorizationshall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice to the Indemnifying Party in accordance with Section 8.03(a) and Section 5.07 (Brokers and Other Advisors) shall survive before the Closing until thirty (30) days after the expiration termination of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)Survival Period. All The Survival Period for all covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which that, by their terms, are to be performed at or prior to the Closing, shall be fifteen (15) months after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereofClosing, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement all covenants contained in this Agreement that, by their terms, are to be performed after the Closing, shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to Closing until the performance of such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought covenants in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedtheir terms.

Survival of Representations and Warranties. The representations and warranties contained in or made pursuant to this Agreement, the Related Documents or any certificate or other writing delivered in connection with this Agreement or the Closing shall survive for a period of Abbotttwo years after the Closing, Seller except that the representations and Purchaser warranties contained in Sections 5.1, 5.2, 5.4 and 5.10 shall remain in full force and effect indefinitely and the representations and warranties dealing with Tax matters, Medicare, Medicaid and other third party payor payment Liabilities, and environmental matters shall remain in full force and effect until the expiration of the applicable statute of limitations. The covenants and other agreements of the parties contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing Date until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)limitations. All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement This Article XI shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice Closing and shall remain in effect (a) with respect to Sections 11.2(a)(i) and 11.2(b)(i), so long as the breach shall have relevant representations and warranties survive, (b) with respect to Sections 11.2(a)(ii) and 11.2(b)(ii), so long as the applicable covenant survives and (c) with respect to Sections 11.2(a)(iii) through (x) and Sections 11.2(b)(iii) and (b)(iv), indefinitely. If written notice of a Claim has been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or given prior to the expiration of the applicable survival limitation period and such Claim is pending and unresolved at the end of any applicable limitation period, such Claim shall continue to be covered by this Article XI notwithstanding any applicable limitation period (which the Parties hereby waive) until such matter is finally terminated or otherwise resolved by the parties pursuant to Section 11.4 or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid. After the Closing, the rights set forth in this Section 10.01 will Agreement shall be irrevocably each party’s sole and unconditionally released exclusive remedies against the other parties hereto for misrepresentations or breaches of representations, warranties or covenants contained in this Agreement, the Related Documents and waivedany certificate or other writing delivered in connection with this Agreement or the Closing, except with respect to (i) actions based upon allegations of fraud or other intentional misrepresentation or (ii) the ability of any party to seek injunctive relief or other appropriate remedies with respect to a breach of any covenants hereunder or thereunder.

Survival of Representations and Warranties. All of the representations and warranties of the Sellers contained in Article IV and Sections 5.01(a), 6.01 and 6.02 and the representations and warranties contained in Section 6.09 (but only to the extent that they relate to liabilities due to the PBGC, the U.S. Internal Revenue Service or the U.S. Department of Labor) shall survive the Closing and continue in full force and effect forever thereafter (subject to any applicable statutes of limitations). The representations and warranties of Abbott, Seller and Purchaser the Sellers contained in Section 6.08 and Section 6.09 (except to the extent that the survival of such representations and warranties in Section 6.09 is governed by the first sentence of this Agreement Section 14.01) shall survive the Closing for a period and continue in full force and effect until the third anniversary of twelve (12) months following the Closing Date; provided. The representations and warranties of the Sellers contained in Sections 6.05 and 6.16 shall survive the Closing and continue in full force and effect until the seventh anniversary of the Closing Date and the sixth anniversary of the Closing Date, however that (a) respectively. Subject to Section 12.09, the representations and warranties of Abbott the Sellers contained in Section 3.01 6.08, to the extent that such representations and warranties relate to Income Taxes, Sales Taxes, and, with respect to the Limited Companies, Employment Taxes, shall not survive the Closing and, from and after the Closing, shall be of no further force or effect. All of the other representations and warranties of the Sellers contained in Article VI shall survive the Closing and continue in full force and effect until the second anniversary of the Closing Date. Notwithstanding the foregoing, if Purchaser sells a majority of the capital stock of any of the Limited Companies or APX-Brazil, or if Purchaser or any of the Limited Companies or APX-Brazil sells substantially all of its assets during any applicable survival period to any third party (Organization; Standingother than any Affiliate of Purchaser), Section 3.02 regardless of how such sale is structured (Corporate Authorization) and Section 3.04 (Brokers and Other Advisorsincluding any such sale structured as a merger, consolidation, reorganization, exchange, or issuance of capital stock), then all of the representations and warranties of the Sellers contained in Article VI, insofar as such representations and warranties relate to the entity or assets sold, shall expire on the earlier of (bi) the Fundamental Representationsdate such representations and warranties would otherwise expire in accordance with the preceding sentences of this Section 14.01 or (ii) the third anniversary of the Closing Date, it being understood that if such sale or transaction takes place after the third anniversary of the Closing Date, such representations and warranties which have not theretofore expired shall expire immediately prior to the consummation of such sale or other transaction; provided that this sentence shall not apply to any claim (cx) resulting from a breach of the representations and warranties of the Sellers contained in Sections 6.01, 6.02 and 6.09 (but, in the case of the representations and warranties contained in Section 6.09, only to the extent that they relate to liabilities due to the PBGC, the U.S. Internal Revenue Service or the U.S. Department of Labor) or (y) by a third party (other than a third party purchasing all or a portion of such stock or assets or any Affiliate of such third party) against any of the Indemnified Purchaser Parties, except to the extent such claim relates to or arises from the offering or sale of such stock or assets. All of the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) Article VII shall survive the Closing until thirty and continue in full force and effect forever thereafter (30) days after the expiration subject to any applicable statutes of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissivelimitations). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement any representation or warranty shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on Section 14.01 to the extent that Purchaser or the Sellers, as the case may be, makes a written claim for indemnification for breach of that representation or warranty (setting forth in reasonable detail the factual and contractual bases upon which such Party is entitled to indemnification under this Agreement) prior to the expiration of the applicable survival period time at which that representation or warranty would otherwise expire. Except as set forth in this Section 10.01 will be irrevocably 14.01 or in Article XVI, the provisions of this Agreement shall survive the Closing and unconditionally released and waivedshall continue indefinitely.

Survival of Representations and Warranties. The respective representations and warranties of AbbottSellers, Seller Parent and Purchaser contained in this Agreement shall survive the Closing for a period of until the date that is twelve (12) months following from the Closing Date; provided, however except that (a) the representations and warranties of Abbott contained in (a) Section 3.01 4.1 (Due Organization; Standing, Good Standing and Corporate Power), Section 3.02 4.2 (Authorization; Noncontravention), Section 4.10 (Finders; Brokers), Section 5.1 (Corporate Due Organization, Good Standing and Corporate Power of AMERICAS 92199813 (2K) -00- Xxxxxxxxx), Xxxxxxx 5.2 (Authorization; Noncontravention) and Section 3.04 5.6 (Brokers Finders; Brokers) (such representations and Other Advisorswarranties, collectively, the “Fundamental Representations”), Section 4.7 (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTax Matters) shall survive the Closing until thirty sixty (3060) days after the expiration of the applicable statute of limitations (limitations, including any extensions waivers or extensions, with respect to the particular matter that is the subject matter thereof, whether automatic or permissive(b) Section 4.12 (Intellectual Property). All covenants contained in this Agreement which are to be performed prior to , other than Section 4.12(b), shall survive until the date that is three (3) years from the Closing Date and (c) Section 4.5(c) (Assumed Contracts; Title), Section 4.12(b) (Intellectual Property) shall terminate on survive until the date that is six (6) years from the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, Each covenant and other agreement contained in this Agreement of Purchaser, Parent or any Seller hereunder shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05its terms. Any No Person shall be liable for any claim not asserted in accordance with for indemnification under this Article X on or VIII unless a Claim Certificate (as defined below) is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the expiration of the applicable survival period set forth period, in this Section 10.01 will be irrevocably and unconditionally released and waivedwhich case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of the claims described in such Claim Certificate only, until such claim is resolved, whether or not the amount of the Losses resulting from such breach has been finally determined at the time the notice is given.

Survival of Representations and Warranties. The parties agree that the ------------------------------------------ representations and warranties of Abbott, Seller and Purchaser contained made by the parties in this Agreement Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall survive the Closing for a period of twelve (12) months following from the Closing Merger Effective Date (which date is hereinafter called the "Expiration Date; provided"), however except that (ai) the representations and warranties of Abbott contained in Section 3.01 6.21 hereof shall survive until such time as the limitations period has run for all tax periods ended prior to the Merger Effective Date, which shall be deemed to be the Expiration Date for purposes of this clause (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisorsi), (b) the Fundamental Representations, and (cii) the representations and warranties of Purchaser contained in Section 5.01 Sections 6.26 and 6.27 hereof shall survive for a period of three years from the Merger Effective Date, which shall be deemed the Expiration Date for purposes of this clause (Organization; Standingii), Sections 5.02(a(iii) solely for purposes of Section 12.1(iii) hereof, and solely to the extent that USFloral actually incurs liability under the 1933 Act, the Exchange Act, or any other Federal or state securities laws, the representations and warranties set forth herein shall survive for a period of three years from the Merger Effective Date, which shall be deemed to be the Expiration Date for purposes of this clause (iii) and (biv) (Corporate Authorization) any representations and warranties which serve as a basis of the indemnity obligations of Stockholders under Section 5.07 (Brokers and Other Advisors) 12.2 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the Merger Effective Date without time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedlimitation.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the Company contained in this Agreement or in the Officer’s Certificate shall survive until 11:59 p.m. California time on the Closing for a period of twelve (12) months date that is one year following the Closing Date (the date of expiration of such one-year period, the “Expiration Date”); provided, however however, that in the event of fraud, willful misconduct or intentional misrepresentation with respect to a representation or warranty, such representation or warranty shall survive indefinitely; provided, further, the (a) representations and warranties of the Company contained in Section 2.2 (Authority and Enforceability), Section 2.5 (Company Capital Structure) other than the representations and warranties set forth in clauses (c), (f) and (g) of Section 2.5, and Section 2.24 (Third Party Expenses) (together, the “Fundamental Representations”) shall not expire and shall survive indefinitely, and (b) the representations and warranties of Abbott contained in Section 3.01 2.10 (Organization; StandingTax Matters) (the “Tax Representations”) shall survive until the expiration of all statutes of limitations applicable to the applicable Taxes addressed by such representations and warranties (including all periods of extension), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser the Company contained in Section 5.01 2.13 (Organization; Standing), Sections 5.02(a) and (bIntellectual Property) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsthe “IP Representations”) shall survive until 11:59 p.m. on the Closing until thirty third (303rd) days after the expiration anniversary of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants , and (d) the representations and warranties of the Company contained in this Agreement which are to be performed at or after Section 2.20 (Compliance with Legal Requirements) (the “Compliance Representations”) shall survive until 11:59 p.m. on the second (2nd) anniversary of the Closing shall terminate thirty Date (30) days after the expiration Fundamental Representations, Tax Representations, IP Representations and Compliance Representations being collectively referred to as the “Special Representations”); and provided, further, that all representations and warranties of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement Company shall survive beyond the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice Expiration Date or Direct Claim Notice other survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim is made hereunder in writing setting forth the breach shall have been timely delivered to specific claim and the Party against whom such indemnity may be sought basis therefor in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or reasonable detail prior to the expiration of the applicable survival period set forth for such representation and warranty, in which case such representation and warranty shall survive as to such claim until such claim has been finally resolved. The representations and warranties of Parent and Merger Sub contained in this Section 10.01 will be irrevocably Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and unconditionally released termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and waivedwarranties.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall survive If the Closing for a period of twelve (12) months following the Closing Date; providedoccurs, however that (a) the representations and warranties of Abbott contained in Section 3.01 this Agreement (Organization; Standing), Section 3.02 other than Fundamental Representations and as set forth in clauses (Corporate Authorizationb) and Section 3.04 (Brokers c)) shall survive the Closing solely for the purposes of this ARTICLE VII and Other Advisors)continue until the date that is twelve (12) months after the Closing Date, (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser Seller contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) 2.9 and Section 5.07 (Brokers and Other Advisors) 2.11 of this Agreement shall survive the Closing solely for the purposes of this ARTICLE VII and continue until the date that is thirty (30) days after the expiration of the applicable statute of limitations limitations, (including any extensions thereof, whether automatic or permissive). All covenants c) the representations and warranties of Seller contained in Section 2.13 of this Agreement which are to be performed prior to shall survive the Closing shall terminate on solely for the purposes of this ARTICLE VII and continue until the date that is four (4) years after the Closing Date, and (d) the Fundamental Representations will survive the Closing solely for the purposes of this ARTICLE VII and continue until the date that is ten (10) years after the Closing Date. The date on which representations and warranties expire pursuant to clauses (a) through (d) is referred to as the “Expiration Date”. Except in the case of actual fraud, gross negligence or criminal misconduct, neither Purchaser nor Seller nor their respective Affiliates will have any liability whatsoever with respect to any such representations, warranties and covenants contained after such applicable Expiration Dates; provided that if any Claim Notice in respect of a breach of any of the representations and warranties is given in good faith pursuant to this Agreement which are ARTICLE VII prior to be performed at or after the Closing shall terminate thirty (30) days after applicable Expiration Date, the expiration claims specifically set forth in such Claim Notice will survive until such time as such claim is finally resolved. It is the express intent of the Parties that, if the applicable Expiration Date contemplated by this Section 7.1 is shorter than the statute of limitations that would otherwise have been applicable to it, then, by Contract, the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect will be reduced to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedshortened Expiration Date contemplated herein.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement shall survive the Closing hereunder and continue in full force and effect thereafter, regardless of any investigation made or to be made by or on behalf of any party hereto, for a period of twelve eighteen (1218) months following the Closing Date; provided, however that (a) except for the representations and warranties of Abbott contained Seller provided for in (i) Section 3.01 (Organization; Standing)3.2.16, Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) which shall survive the Closing until thirty hereunder and continue in full force and effect thereafter, regardless of any investigation made or to be made by or on behalf of any party hereto, for a period ending ninety (3090) days after the expiration of the applicable statute relevant statutes of limitations (including any extensions thereofextension or waiver thereof regarding the filing of Tax Returns and the payment of Taxes, whether automatic or permissive). All covenants contained in this Agreement and (ii) Sections 3.1.2, 3.1.6, 3.1.7, and 3.2.12, which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant Closing hereunder and continue in full force and effect thereafter, regardless of any investigation made or to this Section 10.01 ifbe made by or on behalf of any party hereto, prior to such time, a Third Party Claim Notice without end or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05termination. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period Except as set forth in this Section 10.01 will be irrevocably 8.8, after the end of such period, an Indemnitor’s obligation to an Indemnitee under this Article VIII with respect to such representations and unconditionally released warranties shall expire except with respect to a matter set forth in a claim notice theretofore delivered by an Indemnitee. It is further agreed that each Purchaser Indemnitee’s rights to indemnification set forth in Sections 8.1(b), 8.1(c), 8.1(d) and waived8.1(e) and Seller Indemnitee’s rights to indemnification set forth in Sections 8.2(b) and 8.2(c) shall remain in full force and effect until three (3) years after the Closing Date.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller that are covered by the indemnification agreements in Section 7.1(a) and Purchaser contained in this Agreement Section 7.2(a) shall (a) survive the Closing for a period of twelve and (12b) shall expire on the date 15 months following the Closing Date; provided, however except that (ai) the representations and warranties of Abbott contained set forth in Section 3.01 (Organization; Standing)Sections 2.1, Section 3.02 (Corporate Authorization) 2.2, 2.3, 2.5, 3.1 and Section 3.04 (Brokers and Other Advisors)3.2 shall survive the Closing without limitation, (b) the Fundamental Representations, and (cii) the representations and warranties of Purchaser contained set forth in Section 5.01 (Organization; Standing), Sections 5.02(a) 2.9 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 2.18 shall survive the Closing until thirty (30) days after the following expiration of the all statutes of limitation applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing matters referred to therein and (iii) the representations and warranties set forth in Section 2.17 shall terminate on survive until the Closing Date. The covenants contained in this Agreement which are earlier to be performed at or after the Closing shall terminate occur of (A) thirty (30) days following expiration of all statutes of limitation applicable to the matters referred to therein and (B) five (5) years after the Closing Date. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, 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, then the applicable statute representation or warranty shall survive until, but only for purposes of, the resolution of limitations the matter covered by such 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. Except for the disclosures contained in the Disclosure Schedule, the rights to indemnification set forth in this Article VII 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 4.5 other than as expressly set forth in Section 4.5), with respect to the inaccuracy or noncompliance with any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive or obligation which is the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third subject of indemnification hereunder or (ii) any waiver by an Indemnified Party Claim Notice or Direct Claim Notice with respect of any closing condition relating to the breach shall have been timely delivered to accuracy of any representations and warranties or the Party against whom such indemnity may be sought in accordance performance of or compliance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period agreements and covenants other than as expressly set forth in this Section 10.01 will be irrevocably and unconditionally released and waived4.5.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the Parties contained in this Agreement shall survive the Closing for a period of twelve eighteen (1218) months following after the Closing Date, at which time the representations and warranties contained herein shall terminate; provided, however however, that (a) the representations Fundamental Representations and warranties Warranties shall survive the Closing and remain in full force and effect indefinitely, and Sellers hereby waive any applicable statute of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)limitations with respect thereto, (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained set forth in Section 5.01 4.12 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTax Matters) shall survive the Closing until thirty the date that is sixty (3060) days after following the expiration of the applicable statute of limitations limitations, at which time such representations and warranties shall terminate, (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to c) the Key Representations and Warranties shall survive the Closing for a period of five (5) years, at which time the Key Representations and Warranties shall terminate on terminate, and (d) the Closing Daterepresentations and warranties set forth in Sections 4.27 (Environmental, Health and Safety Matters) and 4.35 (No Fueling) shall survive for a period of three (3) years, at which time such representations and warranties shall terminate. The covenants contained in this Agreement which are to be performed at or after and other agreements of the Parties set forth herein shall survive the Closing shall Date until they are otherwise terminated, whether by their terms or as a matter of applicable law. Any action based on a breach of representations and warranties made herein must be brought on or before such representations and warranties terminate thirty (30) days after in accordance with the expiration preceding sentence or forever be barred, regardless of the applicable whether a longer statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedexist by law.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained set forth in this Agreement Article 7 are made as of the Effective Date (or such earlier date as Seller executes this Agreement) and are remade as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive the Closing for a period of twelve only six (126) months following (the Closing Date“Survival Period”), at which time, except as otherwise specifically provided herein, they shall terminate; provided, however however, that (a) the Purchaser’s representations and warranties of Abbott contained set forth in Section 3.01 (OrganizationSubsection 7.2.3 shall survive indefinitely and shall not be subject to the foregoing limitation; Standing)provided, Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)further, (b) that, prior to the Fundamental RepresentationsClosing, and (c) the Seller may update its representations and warranties from time to time upon learning of any new, different or changed information; and, in such event, the remaking of Seller’s representations and warranties as of the Closing Date shall be as so updated; and, in the event Seller does so update its representations and warranties, and the same is not caused or contributed to by any act or omission by Purchaser contained in Section 5.01 (Organization; Standingincluding without limitation, Purchaser’s agents, representatives, employees and consultants), Sections 5.02(aand the same results in the disclosure of a material adverse change that is not permitted or contemplated by this Agreement, then, within three (3) and business days of Purchaser’s receipt of such update (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including but, in any extensions thereofevent, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall Closing, which shall, if necessary, be extended to give Purchaser three (3) business days to respond), Purchaser may, upon written notice to Seller and Escrow Holder, terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant as its sole and agreement contained in exclusive remedy; if this Agreement shall survive the time at which it would otherwise expire terminates pursuant to this Section 10.01 ifthe immediately preceding provision, prior to then such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach termination shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived.last four (4)

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller made by the parties in Articles III and Purchaser contained IV and in this Agreement any instrument or document furnished in connection herewith shall survive the Closing for a period and any investigation at any time made by or on behalf of twelve (12) months following the parties hereto and shall expire on the fourth anniversary of the Closing Date; provided, however that except (ai) as to any matter as to which a claim is submitted in writing to the Indemnifying Party prior to such fourth anniversary and identified as a claim for indemnification pursuant to this Agreement, (ii) the representations inaccuracy of any representation or warranty arising out of the fraud, gross negligence or willful misconduct of Seller or Buyer, which representation and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) warranty shall survive the Closing until thirty sixty (3060) days after following the expiration of the applicable statute of limitations limitations, including extensions thereof and (iii) any inaccuracy in the representations or warranties set forth in Sections 3.5 and 4.5 of this Agreement, which representations and warranties shall survive until the expiration of sixty (60) days following the applicable statute of limitations, including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are of Seller and Buyer hereunder, including the indemnification obligations of Seller under Sections 7.1(b) and (d) the indemnification obligations of Buyer under Sections 7.2(b) and (d), shall survive until the expiration of any applicable statute of limitations. No claim or action for indemnity pursuant to Sections 7.1 or 7.2 hereof for breach of any representation or warranty shall be performed at asserted or after the Closing shall terminate thirty (30) days maintained by any party hereto after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic such representation or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire warranty pursuant to the first sentence of this Section 10.01 if, 7.4 except for claims made in writing prior to such time, a Third Party Claim Notice expiration and actions (whether instituted before or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom after such indemnity may be sought expiration) based on any claim made in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or writing prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedsuch expiration.

Survival of Representations and Warranties. (a) The representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement Agreement, any certificate delivered pursuant hereto or any Seller Document, Company Document or Purchaser Document shall survive the Closing for a period through and including the eighteen (18) month anniversary of twelve (12) months following the Closing Date; provided, however however, that (a) the representations and warranties of Abbott contained (i) relating to the Company set forth in Section 3.01 Sections 5.1 (Organization; Organization and Good Standing), Section 3.02 5.2 (Corporate AuthorizationAuthorization of Agreement), 5.4 (Capitalization), 5.5 (Subsidiaries) and Section 3.04 5.20 (Brokers and Other Financial Advisors), shall survive the Closing indefinitely, (bii) the Fundamental Representations, relating to Seller set forth in Sections 6.1 (Organization and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Good Standing), Sections 5.02(a6.2 (Authorization of Agreement), 6.4 (Ownership and Transfer of Shares), and 6.6 (Financial Advisors), shall survive the Closing indefinitely, (iii) and relating to the Company set forth in Section 5.9 (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTaxes) shall survive the Closing until thirty through and including the expiration of the applicable Tax statute of limitations with respect to the relevant taxable period (30iv) days after relating to the Company set forth in Section 5.28 (Environmental Laws) shall survive the Closing through and including the expiration of the applicable statute of limitations and (including any extensions thereofv) of Purchaser set forth in Sections 7.1 (Organization and Good Standing), whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty 7.2 (30Authorization of Agreement) days after the expiration of the applicable statute of limitations and 7.6 (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement Financial Advisors) shall survive the time at which it would otherwise expire pursuant to this Section 10.01 ifClosing indefinitely (in each case, prior to such timethe "Survival Period"); provided, a Third Party Claim Notice or Direct Claim Notice however, that any obligations under Sections 10.2(a)(i) and 10.3(a)(i) shall not terminate with respect to any Losses as to which the breach Person to be indemnified shall have been timely delivered given notice (stating in reasonable detail the basis of the claim for indemnification) to the Party against whom such indemnity may be sought indemnifying party in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to 10.4 before the expiration termination of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedSurvival Period.

Survival of Representations and Warranties. The representations and warranties of AbbottNotwithstanding any investigation by any Party hereto, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) all of the representations and warranties of Abbott the Parties contained in Section 3.01 this Agreement or any other agreement executed pursuant to hereto shall survive the 57 Closing (Organization; Standing), Section 3.02 (Corporate Authorizationeven if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and Section 3.04 continue in full force and effect for a period (Brokers and Other Advisors)the "Survival Period") ending on the close of business of the eighteenth-month anniversary of the Closing Date, (b) other than as set forth in this Agreement, all of the Fundamental Representationscovenants and agreements of the Parties contained in this Agreement or any other agreement executed pursuant hereto shall survive the Closing indefinitely (even if the damaged Party knew or had reason to know of any breach of any covenant or agreement at the time of Closing), and (c) all statements contained in any certificate, exhibit, instrument or other agreement executed by or delivered by the Seller, the Company or the Buyer, as applicable, pursuant to this Agreement shall be deemed to have been representations of the Seller, the Company or the Buyer, as applicable, and shall survive the Closing and any investigation made by any Party or on its behalf for a period ending on the expiration of the Survival Period; provided, however, that all representations and warranties shall survive beyond completion of the Survival Period for all claims which are asserted on or before the expiration of the Survival Period; provided, further, however, that the representations and warranties of Purchaser contained in Section 5.01 (Organization; StandingSections 3.1(b), Sections 5.02(a) 3.1(d), 3.1(e), 3.2(b), 3.2(d), 4.2, 4.4, 4.5, 4.11 and (b) (Corporate Authorization) 4.21 and any claims for indemnification to be made pursuant to Section 5.07 (Brokers and Other Advisors10.2(d) shall survive the Closing and may be made until thirty (30) days after the expiration of the applicable statute statutes of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior related to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions subject matter thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement Agreement, any certificate delivered pursuant hereto or any Seller Document, Stockholder Document or Purchaser Document shall survive the Closing for a period of twelve up to and including March 31, 2010 (12) months following the Closing Date“General Survival Period”); provided, however that (a) the representations and warranties (a) of Abbott contained the Seller set forth in Section 3.01 Sections 4.1 (Organization; Standingorganization and good standing), Section 3.02 4.2 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisorsauthorization of agreement), 4.4 (ownership of the Seller), 4.7 (title to purchased assets; sufficiency; fair consideration), and 4.16 (financial advisors) shall survive the Closing indefinitely; (b) of the Fundamental Representations, and (c) the representations and warranties of Purchaser contained Seller set forth in Section 5.01 4.11 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsemployee benefits) shall survive the Closing until thirty ninety (3090) days after following the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach particular matter that is the subject matter thereof; and (c) of Purchaser set forth in Sections 6.1 (organization and good standing), 6.2 (authorization of agreement) and 6.4 (financial advisors ) shall survive the Closing indefinitely (in each case, the “Survival Period”); provided, that any obligations under Sections 9.2(a)(i), 9.2(b)(i) and 9.2(c)(i) shall not terminate with respect to any Losses as to which the Person to be indemnified shall have been timely delivered given notice (stating in reasonable detail the basis of the claim for indemnification) to the Party against whom such indemnity may be sought indemnifying party in accordance with Section 10.059.3(a) before the termination of the applicable Survival Period. Any claim not asserted Notwithstanding anything to the contrary in accordance with this Section 9.1, the indemnification obligations pursuant to this Article X on IX shall not terminate with respect to any indemnification claim made by a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be, prior to the expiration of the applicable survival period set forth Survival Period until such claim is resolved. Notwithstanding any provision herein to the contrary, the expiration of any claim for indemnification for any breach of a representation or warranty made by the Seller hereunder shall not be construed in a manner that would make any Excluded Liability an Assumed Liability for purposes of this Section 10.01 will be irrevocably and unconditionally released and waivedAgreement.

Survival of Representations and Warranties. The right of the XPO Indemnified Parties to make a claim for XPO Indemnifiable Damages for breach of representations and warranties of Abbott, Seller and Purchaser contained in this Agreement set forth herein shall survive the Closing for a period of twelve eighteen (1218) months following after the Closing DateEffective Time; provided, however that (a) however, the XPO Indemnified Parties’ right to make claims under the representations and warranties of Abbott contained set forth in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) 2.6 and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 2.12 shall survive the Closing until thirty (30) 30 days after the expiration of the applicable statute statutory period of limitations (including and the right of an XPO Indemnified Party to make claims under the representations and warranties set forth in Sections 2.1 and 2.2 shall survive indefinitely. The right of the Seller Indemnified Parties to make a claim for Seller Indemnifiable Damages for breach of representations and warranties set forth in Article 3 shall survive indefinitely. No claim for the recovery of XPO Indemnifiable Damages for breach of a representation or warranty herein may be asserted by an XPO Indemnified Party after the applicable period has expired; provided, however, that claims for XPO Indemnifiable Damages first asserted by timely delivery of a claims notice within such period shall continue to survive until such claims have been satisfied or otherwise resolved. Notwithstanding any extensions thereofknowledge of facts determined or determinable by any Party by investigation or disclosures on the Schedules, whether automatic the right to indemnification shall not be affected by such knowledge, investigation or permissive). All covenants disclosure and each Party shall have the right to fully rely on the representations, warranties, covenants, and agreements of the other Parties contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing DateAgreement. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each Each representation, warranty, covenant and agreement of the Parties contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 ifis independent of each other representation, prior to such timewarranty, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably covenant and unconditionally released and waivedagreement.

Survival of Representations and Warranties. The All representations and warranties of Abbottmade by the Company, Seller and Purchaser contained the Signing Stockholders, Parent or Merger Sub herein, or in this Agreement any agreement, certificate, Schedule or Exhibit delivered pursuant hereto or in connection herewith, shall survive the Closing for a period of twelve Effective Time and continue in full force and effect until eighteen (1218) months following after the Closing date hereof (such date is sometimes referred to herein as the “Termination Date”); providedprovided however, however that (ai) the representations and warranties of Abbott contained in Sections 3.6 (Taxes) and 3.7 (Employee Benefit Plans) and the covenants contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors8.1(c) shall survive the Closing until thirty (30) days after the expiration of the all applicable statute of limitations (periods, including any extensions thereofwaivers or extensions, whether automatic or permissive). All covenants (ii) the representations and warranties contained in this Agreement which are to be performed prior to Sections 3.2 (Authority) and 3.12 (Capital Structure) shall survive indefinitely, (iii) the Closing shall terminate on the Closing Date. The covenants representations and warranties contained in this Agreement which are to be performed at or Article 3A (Representations and Warranties of Signing Stockholders) shall survive indefinitely, (iv) the representations and warranties contained in Section 3.18 (Intellectual Property) shall survive until forty-eight (48) months after the Closing date hereof and (v) any representation and warranty which is inaccurate as a result of fraud of, or an intentional misrepresentation made by, the party making such representation and warranty shall terminate survive until thirty (30) days after the expiration of the all applicable statute of limitations (periods, including any extensions thereofwaivers or extensions. The subject matter of the representations, whether automatic or permissivewarranties and covenants specified in clauses (i), (ii), (iii), (iv) and (v) of the preceding sentence of this Section 8.1(a), together with the matters described in Section 8.1(b)(iii), (iv), (v) and (vii), are referred to as “Special Matters”). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, If a Third Party Notice of Claim Notice or Direct Claim Notice with respect to the breach shall have has been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties have been made to the party that made such representations and warranties, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved. Neither the period of survival period nor the liability of any party with respect to the parties’ representations and warranties shall be reduced by any investigation made at any time by or on behalf of any party or by facts disclosed subsequent to the date of this Agreement. A “Notice of Claim” shall be presented in the form of a certificate signed by any officer of Parent, any other Parent Indemnitee or a Stockholder Indemnitee, as the case may be, stating that, with respect to the indemnification obligations set forth in this Sections 8.1(b), (c) or (d), Damages exist and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty or claim to which such item is related, or that an adjustment pursuant to Section 10.01 will 1.7(h) is to be irrevocably and unconditionally released and waivedmade. A Notice of Claim presented by a Stockholder Indemnitee is referred to hereinafter as a “Stockholder Claim Notice.”

Survival of Representations and Warranties. The All of the representations and warranties of Abbott, Seller and Purchaser contained made in this Agreement Agreement, shall survive the Closing for a period of twelve twenty-four (1224) months following the Closing Date (the “General Survival Date”), at which point such representations and warranties shall terminate and be of no further force and effect thereafter; provided, however that (a) that, the representations and warranties of Abbott contained in Section 3.01 (Organization; Good Standing), Section 3.02 (Corporate Authorization) Power and Section 3.04 (Brokers and Other AdvisorsAuthority), Section 3.03 (b) the Fundamental RepresentationsTitle to, and Sufficiency of, the Purchased Assets), Section 3.07 (c) the representations Intellectual Property and warranties of Purchaser contained in Privacy), Section 5.01 3.18 (Brokers’ Fees), Section 4.01 (Organization; Good Standing), Sections 5.02(a) Section 4.02 (Power and Authority), and Section 4.04 (bBrokers’ Fees) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorscollectively, the “Fundamental Representations”) shall survive until the Closing until thirty date that is sixty (3060) days after following the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)limitations. All covenants and agreements of the Parties contained in this Agreement which are to be performed prior to herein shall survive the Closing shall terminate on indefinitely or for the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)period explicitly specified therein. Notwithstanding the foregoing, each representationany claims based upon, warrantyarising out of, covenant and agreement contained or in connection with, fraud shall survive indefinitely. In addition, notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought under this Agreement shall will survive the time at which it would otherwise expire terminate pursuant to this Section 10.01 ifthe immediately preceding sentences if written notice of the inaccuracy or breach thereof, giving rise to such right of indemnification, has been given to the Party, against whom such indemnification may be sought, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach time and such representations and warranties shall have been timely delivered to the Party against whom survive until such indemnity may be sought in accordance with Section 10.05claim for indemnification is finally adjudicated and resolved. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived.41

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement Agreement, any certificate delivered pursuant hereto or any Seller Document, Company Document or Purchaser Document shall survive the Closing for a period through and including the 18-month anniversary of twelve (12) months following the Closing DateDate (the “General Survival Period”); provided, however that (a) the representations and warranties (x) of Abbott contained Seller set forth in Section 3.01 Sections 3.1 (Organization; Standingauthorization of agreement), Section 3.02 3.3 (Corporate Authorizationownership and transfer of purchased stock), 3.5 (financial advisors), 4.1 (organization and good standing), 4.2 (authorization of agreement), 4.4 (capitalization), 4.5 (subsidiaries) and Section 3.04 4.29 (Brokers and Other Advisorsfinancial advisors), shall survive the Closing indefinitely, (by) the Fundamental Representations, and of Seller set forth in Sections 4.10 (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standingtaxes), Sections 5.02(a4.16 (employee benefit plans) and 4.20 (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsenvironmental matters) shall survive the Closing until thirty ninety (3090) days after following the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach particular matter that is the subject matter thereof and (z) of Purchaser set forth in Sections 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.5 (securities representations), 5.6 (financial advisors) and 5.7 (no bankruptcy) shall survive the Closing indefinitely (in each case, the “Survival Period”), and (b) any claim with respect to any fraud will survive indefinitely; provided, that any obligations under Sections 8.2(a)(i) and 8.2(b)(i) shall not terminate with respect to any Losses as to which the Person to be indemnified shall have been timely delivered given notice (stating in reasonable detail the basis of the claim for indemnification) to the Party against whom such indemnity may be sought indemnifying party in accordance with Section 10.058.3(a) before the termination of the applicable Survival Period. Any claim not asserted Notwithstanding anything to the contrary in accordance with this Section 8.1, the indemnification obligations pursuant to this Article X on VIII shall not terminate with respect to (i) any indemnification claim made by a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be, prior to the expiration of the applicable survival period set forth Survival Period until such claim is resolved or (ii) a Potential Loss until the earlier to occur of the date on which (x) such Potential Loss is determined to have resulted in any Loss (defined below) to the potential indemnified party and such party has made a related claim for indemnification with respect to such Loss pursuant to this Section 10.01 will Article VIII (provided, that such claim must be irrevocably made, if at all, within thirty (30) days following the date on which such Potential Loss is determined to have resulted in a Loss), and unconditionally released and waived(y) the potential indemnified party ceases to have a reasonable basis to believe that such Potential Loss may result in a Loss.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the parties hereto contained in this Agreement and the EQ Representations shall survive the Closing until the date that is the second (2nd) anniversary of the Closing Date (the “Survival End Date”), except for a period (i) the representations and warranties set forth in Section 4.01 (Organization, Authority and Qualification of twelve the Company), Section 4.02 (12Organization, Authority and Qualification of the Business Entities and Related Entities), Section 4.03(b) months following (Ownership of Equity Interests), Section 4.03(c) (No Options), Section 4.28 (Brokers), Section 115 5.01 (Organization and Authority of Parent and Merger Sub), and Section 5.15 (Brokers) (collectively, the “Specified Reps”), which shall survive indefinitely with respect only to any indemnification obligations arising out of or resulting from fraud or intentional misrepresentation by the Company, any Member, Parent or Merger Sub, and (ii) the representations and warranties set forth in Section 4.15 (Healthcare Regulatory Compliance), which shall survive until the date that is the fourth (4th) anniversary of the Closing Date; provided, however however, that (a) any claim made in accordance with Section 8.05 by the representations and warranties of Abbott contained party seeking to be indemnified within the time periods set forth in this Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 8.01 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)such claim is finally and fully resolved. All The covenants and agreements contained in this Agreement which are (other than covenants and agreements to be performed prior to after the Closing Closing) shall terminate expire on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereofEffective Time, whether automatic or permissive). Notwithstanding the foregoing, and each representation, warranty, covenant and agreement contained in this Agreement to be performed after the Closing shall survive expire immediately following one hundred twenty (120) days after the time at date on which it would otherwise expire pursuant such covenant or agreement is to this Section 10.01 ifbe performed; provided, prior to such timehowever, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought that any claim made in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior 8.05 by the party seeking to be indemnified within the expiration of the applicable survival period time periods set forth in this Section 10.01 will 8.01 shall survive until such claim is finally and fully resolved. Following the expiration of a representation, warranty, covenant, or agreement, no Action may be irrevocably and unconditionally released and waivedinitiated by any Parent Indemnified Party or Company Indemnified Party (as hereinafter defined) with respect thereto, regardless of any statute of limitations period that would otherwise apply.

Survival of Representations and Warranties. (i) The representations representations, warranties, obligations and warranties agreements of Abbott, Seller the Fund and Purchaser Supremex contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Units shall survive the Closing purchase of the Units and shall continue in full force and effect for a period of twelve (12) 18 months following from the Closing Date; providedDate unaffected by any subsequent disposition of the Units by the Underwriters or the termination of the Underwriters' obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the preparation of the Prospectus, however that any Prospectus Amendments or the distribution of the Units, except that: (aw) the representations and warranties of Abbott contained set out in Section 3.01 (Organization; Standingsections 5(a), Section 3.02 (Corporate Authorization5(b)(xi) and Section 3.04 5(b)(xii) (Brokers and Other Advisors)the related indemnity obligation with respect to the foregoing sections) shall survive for a period of 90 days following the date on which the Fund is no longer liable under Canadian Securities Laws for a misrepresentation under the Prospectus, (b) the Fundamental Representations, and (cx) the representations and warranties of Purchaser contained set out in Section 5.01 (Organization; Standing)sections 5(b)(i) to 5(b)(vi) inclusively, Sections 5.02(a5(b)(vii)(A) and (bB), 5(b)(ix), 5(b)(xiv) and 5(b)(xv) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsthe related indemnity obligation with respect to the foregoing sections) shall survive the Closing until thirty and continue in full force and effect without limitation of time, (30y) days after the expiration representations and warranties set out in section 5(b)(xxxiii) (and the related indemnity obligation with respect to the foregoing section) shall be subject to the time limitations set forth in section 7.1 of the applicable statute Acquisition Agreement, and (z) a claim for any breach of limitations (including any extensions thereof, whether automatic of the representations and warranties of the Fund or permissive). All covenants Supremex contained in this Agreement which are involving fraud shall not be subject to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration any limitation of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived.

Survival of Representations and Warranties. The representations All of the terms and warranties conditions of Abbottthis Agreement, Seller together with the warranties, representations, agreements and Purchaser covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing Date, notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that unless otherwise stated, the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied. Notwithstanding the Closing for a period of twelve (12) months following the Closing Date; providedforegoing, however that (a) the representations and warranties of Abbott contained in Section 3.01 (OrganizationArticle III and Sections 4.1, 4.2, 4.3, 4.4, 5.1, 5.2, 5.3 and 5.4 of this Agreement shall survive the Closing and continue in full force and effect for 7 years from the Closing Date; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser the Selling Shareholders and the Company contained in Sections 4.11, 4.25 and the covenants set forth in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration 10.6 of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought Closing and continue in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to full force and effect until the expiration of 7 years from the applicable survival period Closing Date; and (c) all other representations and warranties, and the related agreements of the Selling Shareholders, the Company and the Buyer to indemnify each other set forth in this Section 10.01 will Article IX, shall survive and continue for, and all indemnification claims with respect thereto shall be irrevocably made prior to the end of, eighteen (18) months from the Closing Date, except for representations, warranties and unconditionally released and waivedrelated indemnities for which an indemnification claim shall be pending as of the end of the applicable period referred to above, in which event such indemnities shall survive with respect to such indemnification claim until the final disposition thereof (the “Indemnification Period”).

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement Agreement, any certificate delivered pursuant hereto or any Company Document, CVPS Document or Purchaser Document shall survive the Initial Closing for a period of twelve (12) months following the Closing Datethrough and including June 30, 2007; provided, however however, that (a) the representations and warranties (a) of Abbott contained CVPS and the Company in the first sentence of Section 3.01 3.1 (Organization; Standing), Section 3.02 3.2 (Corporate Authorization), Section 3.4 (Capitalization), all sentences except the third sentence of Section 3.5(a) (Subsidiaries) and the third sentence of Section 3.04 3.5(b) (Brokers and Other Advisors)Subsidiaries) shall survive the Initial Closing indefinitely, (b) of CVPS and the Fundamental Representations, and (c) the representations and warranties of Purchaser contained Company in Section 5.01 3.15 (Organization; Standing)Employee Benefit Plans) and Section 3.19 (Environmental) (but only as it relates to the Rumford and Ryegate Underlying Projects, Sections 5.02(ait being agreed that Section 3.19 as it relates to any other matter shall survive only as specified in clauses (i) and (bii) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorshereof without giving effect to this proviso) shall survive the Initial Closing until thirty (30) 60 days after following the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach particular matter that is the subject matter thereof, (c) of Purchaser in Section 4.1 (Organization) and Section 4.2 (Authorization) shall survive the Initial Closing indefinitely (in each case, the “Survival Period”), and (d) of CVPS and the Company in Sections 3.9(a)(iv) and (v) and Section 3.10 (Taxes) shall not survive the Initial Closing Date; provided, however, that any obligations under Section 7.2(a)(i) shall not terminate with respect to any Losses as to which the Person to be indemnified shall have been timely delivered given notice (stating in reasonable detail the basis of the claim for indemnification) to the Party against whom such indemnity may be sought indemnifying party in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to 7.3(a) before the expiration termination of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedSurvival Period.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the Company contained in this Agreement and in the Certificates shall survive the Closing for a period of twelve eighteen (1218) months following the Closing Date (the date of expiration of such eighteen (18) month period, the “Survival Date”), except to the extent subject to a pending claim for indemnification set forth in an Officer’s Certificate delivered prior to the termination of the Escrow Period, in which case such representation or warranty shall survive, with respect to such pending claim only, until such claim is resolved pursuant to the terms of this Agreement; provided, however however, that in the event of fraud or knowing and willful breach by the Company of a representation or warranty contained in this Agreement or in the Certificates, as applicable, such representation or warranty shall not terminate; provided further, however, that (ai) the representations and warranties of Abbott contained in Section 3.01 2.11 (Organization; Standing), Section 3.02 (Corporate AuthorizationTax Matters) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) hereof shall survive the Closing until thirty sixty (3060) days after the expiration of the applicable statute of limitations (including any extensions thereofexcept to the extent subject to a pending claim for indemnification set forth in an Officer’s Certificate delivered prior to such date, whether automatic in which case such representation or permissivewarranty shall survive, with respect to such pending claim only, until such claim is resolved) and (ii) the representations and warranties contained in Section 2.1 (Organization of the Company), Section 2.2 (Company Capital Structure), and Section 2.4 (Authority and Enforceability) (the representations and warranties in (i) and (ii), the “Surviving Representations”) shall not terminate. All covenants The representations and warranties of Parent contained in this Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement which are to be performed prior to the Closing shall terminate on at the Closing DateClosing. The covenants contained in Notwithstanding any other provision of this Agreement which are to be performed at or after Agreement, it is the Closing shall terminate thirty (30) days after the expiration intention of the parties hereto that the foregoing survival periods and termination dates supersede any applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior applicable to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably representations and unconditionally released and waivedwarranties.

Survival of Representations and Warranties. Except with respect to the "IDRC Specified Representations" (as defined herein), all representations and warranties of IDRC contained in this Agreement shall terminate and expire as of the Closing Date, and all liability of the stockholders of IDRC and the IDRC Optionholders with respect to such representations and warranties shall thereupon be extinguished. The representations and warranties of AbbottIDRC contained in Sections 2.1, Seller 2.3, 2.5, 2.8, 2.10, 2.15, 2.16, 2.17, 2.20 and Purchaser 2.23 of this Agreement (collectively, the "IDRC Specified Representations") shall survive until the fifteen month anniversary of the Closing Date (the "Expiration Date"), at which time such representations and warranties shall terminate and expire, and all liability of the stockholders of IDRC and the IDRC Optionholders with respect to such representations and warranties shall thereupon be extinguished. Except with respect to the "TeleSpectrum Specified Representations" (as defined herein), all representations and warranties of TeleSpectrum contained in this Agreement shall survive the Closing for a period terminate and expire as of twelve (12) months following the Closing Date; provided, however that (a) the and all liability of TeleSpectrum with respect to such representations and warranties shall thereupon be extinguished. The representations and warranties of Abbott TeleSpectrum contained in Section 3.01 Sections 3.1, 3.3, 3.5, 3.8, 3.9, 3.11, 3.13, 3.14 and 3.16 of this Agreement (Organization; Standing)collectively, Section 3.02 (Corporate Authorizationthe "TeleSpectrum Specified Representations") shall survive for the period commencing on the Closing Date and Section 3.04 (Brokers and Other Advisors)ending on the Expiration Date, (b) the Fundamental Representations, and (c) the at which time such representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are and expire, and all liability of TeleSpectrum with respect to such representations and warranties shall thereupon be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)extinguished. Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, event an Indemnified TeleSpectrum Party (as defined below) delivers an Indemnity Notice (as defined below) prior to the Expiration Date, such timeIndemnified TeleSpectrum Party shall be entitled to pursue such claim beyond the Expiration Date in accordance with the Indemnity Escrow Agreement. Notwithstanding the foregoing, in the event an Indemnified IDRC Party (as defined below) delivers a Third Party Claim Notice or Direct Claim Notice with respect prior to the breach Expiration Date, such Indemnified IDRC Party shall have been timely delivered be entitled to pursue such claim beyond the Party against whom such indemnity may be sought Expiration Date in accordance with Section 10.05. Any claim not asserted in accordance with 7.5 of this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedAgreement.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a an eighteen (18) month period of twelve (12) months following the Closing Date (the date of expiration of such eighteen (18) month period, the “Survival Date”); provided, however however, that in the event of any fraud by the Company or any Stockholder involving a representation or warranty contained in this Agreement, such representation or warranty shall not terminate; provided further, that: (ai) the representations and warranties of Abbott the Company and the Stockholders contained in Section 3.01 2.9 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTax Matters) shall survive until the Closing until thirty (30) days after date of the expiration of the applicable statute of limitations limitations; and (including any extensions thereofii) the representations and warranties of the Company and the Stockholders contained in Section 2.1 (Organization of the Company), whether automatic or permissiveSection 2.2 (Capitalization) and Section 2.4 (Authority and Enforceability), the Value Stock and AL Stock) and Section 3.3 (Authority) and the representations and warranties of the Parent contained in Section 4.1 (Organization), and Section 4.2 (Authority and Enforceability) shall survive indefinitely (such representations and warranties described in clauses (i) and (ii) of this Section 7.1 being referred to hereinafter as the “Surviving Representations”). All covenants contained In the event an Officer’s Certificate asserting in this Agreement which are good faith a breach of a representation or warranty is delivered by an Indemnified Party to be performed the Indemnifying Party prior to the Closing shall terminate date on which such representation or warranty ceases to survive, then the Closing Date. The covenants contained claims arising in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement connection with such Officer’s Certificate shall survive for the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to benefit of all Indemnified Parties beyond the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably for such representation or warranty, provided that the event giving rise to the claim occurred prior to the expiration of the representation and unconditionally released and waivedwarranty.

Survival of Representations and Warranties. The representations and warranties warranties, and the covenants and agreements of Abbottthe parties to be performed prior to the Closing Date, Seller set forth in this Agreement and Purchaser contained in any certificates delivered at the Closing in connection with this Agreement shall survive the Closing for a period until the eighteen (18) month anniversary of twelve (12) months following the Closing Date (the “Survival Date”) and shall thereafter be of no further force or effect; provided, however however, that (ai) with respect to any Losses resulting from the breach of any representations and or warranties of Abbott contained in Section 3.01 3.8 (Organization; StandingTaxes), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) Survival Date shall be the representations and warranties date of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations limitations, (including ii) with respect to any extensions thereofLosses resulting from the breach of any representations and warranties contained in Section 3.9 (Employees and Employee Benefits) and Section 3.13 (Environmental Matters), whether automatic the Survival Date shall be the third (3rd) anniversary of the Closing Date and (iii) with respect to any Losses resulting from the breach of any representations or permissivewarranties contained in Section 3.2(a) (Authority), Section 3.3 (Capitalization), Section 3.5(a) (Personal Property), Section 3.18 (Brokers or Finders), Section 4.1 (Organization of Buyer), Section 4.2(a) (Authority) and Section 4.4 (Brokers or Finders), the Survival Date shall be indefinite (the representations listed in clauses (i) and (iii) being the “Fundamental Representations”). All Notwithstanding the foregoing, any covenants contained in this Agreement of any party which by their terms are to be performed prior to or observed on or following the Closing shall terminate on survive the Closing Dateuntil fully performed or observed in accordance with their terms. The covenants contained Except as expressly provided in this Agreement which are to the immediately preceding sentence, (a) any claim for indemnification made hereunder before the Survival Date of such claim will not terminate before final determination and satisfaction of such claim, and (b) no claim for indemnification hereunder may be performed at or after the Closing shall terminate thirty (30) days made after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedSurvival Date.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement Agreement, any certificate delivered pursuant hereto or any Transaction Document, shall survive the Closing for a period of twelve through and until the date that is twenty-four (1224) months following after the Closing Date; provided, however however, that (a) the representations and warranties of Abbott contained the Company set forth in Section 3.01 Sections 2.1 (Organization; Standing), Section 3.02 2.2 (Corporate Capitalization), 2.3 (Subsidiaries), 2.4 (Authorization), 2.15 (Employee Matters/ERISA), 2.17 (Taxes) and Section 3.04 2.21 (Brokers Brokers’ and Other Advisors), (bFinders’ Fees) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained the Shareholders set forth in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 3 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereofall of such representations and warranties of the Company and the Shareholders collectively, whether automatic or permissivethe “Fundamental Representations”). All covenants contained , and the representations and warranties of the Company set forth in this Agreement which are to be performed prior to Section 2.7 (Intellectual Property) shall survive the Closing shall terminate on through and until the date that is three (3) years after the Closing Date. The covenants contained , provided that with respect to any claim based on a breach of Section 2.7 (Intellectual Property) by a patent holding company, patent assertion entity or non-practicing entity (each, a “Patent Troll”), the representations and warranties of the Company set forth in this Agreement which are to be performed at or Section 2.7 (Intellectual Property) shall survive the Closing through and until the date that is two (2) years after the Closing Date; provided, further, that solely with respect to claims for fraud, intentional misrepresentation or willful misconduct, all such representations and warranties shall terminate thirty (30) days after survive the Closing until the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration period of the applicable survival period set forth in this Section 10.01 will 6.1, a “Survival Period”); provided further, however, that any obligations to indemnify and hold harmless shall not terminate with respect to any Losses (as defined below) as to which the Person to be irrevocably and unconditionally released and waived.indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying party in accordance with Section 6.4 before the termination of the applicable Survival Period. 6.2

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve eighteen (1218) months following from the Closing Date, at which time all such representations and warranties will expire and terminate; provided, however provided that (a) the representations and warranties of Abbott contained set forth in Section 3.01 2.6 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTax Liabilities) shall survive the Closing until thirty (30) days after the expiration of the applicable statute statutory period of limitations (including giving effect to any extensions waiver, mitigation or extension thereof), whether automatic at which time such representations and warranties will expire; provided, further, that the representations and warranties set forth in Section 2.1 (Organization and Good Standing), Section 2.2 (Authority; Binding Effect), Section 2.9(a) (Title to Properties), Section 2.18(a) (No Brokers), Section 3.1 (Organization and Good Standing), Section 3.2 (Authority; Binding Effect) or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty Section 3.6 (30No Brokers) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Closing indefinitely; and provided, further, that Section 10.01 if, prior to such time, a Third Party Claim Notice 2.8 (Compliance with Laws) shall survive until the Initial FDA Approval is obtained solely for any liabilities or Direct Claim Notice obligations with respect to any violations of any Law arising out of the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X activities, submissions, statements or filings made by any Seller or its affiliates, on or prior to the Closing Date, related to the PMA Application or Sellers’ efforts to obtain either the Initial FDA Approval or the Secondary FDA Approval. Upon expiration and termination of a representation or warranty as provided in the applicable survival period set forth immediately preceding sentence, no action or proceeding seeking damages or other relief for breach of any thereof or for any misrepresentation or inaccuracy with respect thereto shall be commenced thereafter, unless prior to such expiration and termination a claim for indemnification with respect thereto shall have been made by written notice given prior to such expiration and termination; provided, however, that the foregoing shall not apply in this Section 10.01 will be irrevocably and unconditionally released and waivedthe case or fraud or intentional misrepresentation.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser contained the parties set forth in this Agreement shall survive the Closing for a period of twelve terminate fifteen (1215) months following the Closing Date; providedand shall be of no further force or effect, however provided that (a) the representations and warranties of Abbott made by IPL contained in Section 3.01 (Organization; Standing)Sections 3.2, Section 3.02 (Corporate Authorization) 3.8, 3.9 and Section 3.04 (Brokers 3.14 and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser made by Video and the Stockholders contained in Section 5.01 (Organization; Standing)Sections 4.2, Sections 5.02(a) 4.8, 4.9, 4.14 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 5.1 shall survive until the Closing until thirty later of: (30i) days three (3) years after the expiration Closing; or (ii) in the event that any extension of the applicable statute of limitations (including relating to any extensions thereofmatter contemplated in Sections 3.8, whether automatic 3.9, 3.14, 4.8, 4.9 or permissive)4.14 is agreed to by IPL and any Governmental Entity, the expiration of such extension. All covenants contained in For purposes of this Agreement which are Article X, such representations and warranties shall be deemed to be performed prior to have been given and made at the Closing shall terminate on the Closing DateEffective Time. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after Following the expiration of the applicable statute of limitations (including periods set forth above with respect to any extensions thereof, whether automatic particular representation or permissive). Notwithstanding the foregoing, each representation, warranty, covenant no party hereto shall have any further liability with respect to such representation or warranty. Except as set forth herein, all of the covenants, agreements and agreement contained in this Agreement obligations of the parties hereto shall survive the time at which it would otherwise expire pursuant to this Section 10.01 ifClosing indefinitely (or if indefinite survival is not permitted by Law, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect then for the maximum period permitted by applicable Law). Anything herein to the breach shall have been timely delivered to contrary notwithstanding, any claim for indemnification that is asserted by written notice which notice specifies in reasonable detail the Party against whom facts upon which such indemnity may be sought claim is made as provided in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to within the expiration of the applicable survival period shall survive until resolved pursuant to a final non-appealable judicial determination or otherwise. The liability of any Person for any breach of any representation or warranty set forth in this Section 10.01 will herein shall not be irrevocably limited by the actual or constructive knowledge of any Indemnified Party or any Affiliate thereof and unconditionally released and waivedthe existence of any such knowledge shall not constitute a defense to any such indemnification obligation.

Survival of Representations and Warranties. The respective representations and warranties of each Party contained herein or on any schedule attached hereto or in any other document delivered pursuant hereto shall survive for the period stated herein. The respective representations and warranties of each Party contained in this Agreement (other than the representations and warranties contained in Sections 6(a) through 6(e), 6(i), 6(n), 6(r) and 6(s) hereof) shall survive the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the Closing Date and shall continue in full force and effect until eighteen (18) months after the Closing Date and then terminate and expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any falsity, breach or inaccuracy of such representations or warranties. The representations and warranties of Abbott, Seller and Purchaser with respect to Taxes contained in this Agreement Section 6(n) hereof shall survive the Closing for a period execution and delivery of twelve (12) months following this Agreement, the consummation of the transactions contemplated hereby and the Closing Date; providedDate until all applicable statutes of limitation (including any extension thereof) have expired and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any falsity, however that (a) the breach or inaccuracy of such representations or warranties. The representations and warranties of Abbott with respect to employee benefits and environmental remediation contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate AuthorizationSections 6(r) and Section 3.04 (Brokers 6(s) hereof shall in each case survive the execution and Other Advisors)delivery of this Agreement, (b) the Fundamental Representationsconsummation of the transactions contemplated hereby and the Closing Date and shall continue in full force and effect until five years after the Closing Date and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any falsity, and (c) the breach or inaccuracy of such representations or warranties. The representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a6(a) through 6(e) and (b6(i) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) hereof shall in each case survive the Closing until thirty (30) days after execution and delivery of this Agreement, the expiration consummation of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to transactions contemplated hereby and the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the Date without time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedlimitation.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser contained that are covered by the indemnification agreements in this Agreement Section 5.1(a)(i) shall (a) survive the Closing for a period and (b) shall expire at 5:00 p.m. Eastern Time on the [***] anniversary of twelve (12) months following the Closing Date (subject to extension as provided below, the “Expiration Date; provided”), however except that (ai) the representations and warranties of Abbott contained set forth in Section 3.01 [***] (Organization; Standing)collectively, Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the “Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors”) shall survive the Closing until thirty (30) the date that is 90 days after following the expiration [***] anniversary of the applicable statute of limitations Closing Date, (including any extensions thereofii) the representations and warranties set forth in [***] (collectively, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to “Special Representations”) shall survive the Closing shall terminate on until the date that is 90 days following the [***] anniversary of the Closing Date. The Except as otherwise set forth in this Agreement, each of the covenants contained of Buyer or Seller (or their respective Affiliates) in this Agreement which are to be performed at that contemplate performance, in whole or in part, after the Closing Date shall terminate thirty (30) days after survive for the expiration periods contemplated by their respective terms or, if earlier, until their respective performance in full, and shall thereafter expire, not survive and be of no further force or effect. The covenants set forth in Section 4.1 and the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement indemnification obligation for Damages arising from Indemnified Taxes shall survive the time at which it would otherwise expire pursuant Closing until the date that is 90 days following the [***] anniversary of the Closing Date. If an Indemnified Party delivers to this Section 10.01 ifan Indemnifying Party, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to before the expiration of the applicable survival period period, a Claim Notice, then the applicable indemnification right shall survive until the resolution of any claims arising from or related to the matter covered by such Claim Notice. Notwithstanding anything herein to the contrary, the representations, warranties and covenants set forth in this Section 10.01 will herein, and the Buyer Indemnified Parties’ right to indemnification with respect thereto, shall not be irrevocably and unconditionally released and waivedaffected or deemed waived by reason of any investigation, inquiry or examination made for or on behalf of such Buyer Indemnified Party, or by reason of the fact that such Buyer Indemnified Party or any of its equityholders, members, officers, directors, equityholders, employees or agents knew or should have known at any time that any such representation, warranty or covenant is, was or might be inaccurate, or by reason of the acceptance of such Buyer Indemnified Party of any certificate or opinion hereunder.

Survival of Representations and Warranties. The parties agree that ------------------------------------------ representations and warranties of Abbott, Seller and Purchaser contained made by the parties in this Agreement Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall survive the Closing for a period of twelve (12) months following from the Closing Merger Effective Date (which date is hereinafter called the "Expiration Date; provided"), however that except that: (ai) the representations and warranties of Abbott contained in Section 3.01 Subsection 6.21 hereof shall survive until such time as the limitations period has run for all tax periods ended prior to the Merger Effective Date, which shall be deemed to be the Expiration Date for purposes of this clause (Organizationi); Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (cii) the representations and warranties of Purchaser contained in Sections 6.27 and 6.28 hereof shall survive for a period of three years from the Merger Effective Date, which shall be deemed the Expiration Date for purposes of this clause (ii); (iii) solely for purposes of Section 5.01 12.1(iii) hereof, and solely to the extent that USFLORAL actually incurs liability under the 1933 Act, the Exchange Act, or any other Federal or state securities laws, the representations and warranties set forth herein shall survive for a period of three years from the Merger Effective Date, which shall be deemed to be the Expiration Date for purposes of this clause (Organizationiii); Standing), Sections 5.02(a) and (biv) (Corporate Authorization) any representations and warranties which serve as a basis of the indemnity obligations of the STOCKHOLDER under Section 5.07 (Brokers and Other Advisors) 12.2 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the Merger Effective Date without time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedlimitation.

Survival of Representations and Warranties. The All representations and warranties of Abbottmade by Parent, Seller and Purchaser contained Buyer in this Agreement shall survive the Closing for a period of twelve Date and expire on the date that is eighteen (1218) months following from the Closing Date; provided, however however, that (a) the representations and warranties of Abbott contained set forth in Section 3.01 3.19 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTaxes) shall survive the Closing until thirty sixty (3060) days after the expiration of the applicable statute of limitations limitations, and the representations and warranties set forth in Sections 3.1(a) (including any extensions thereofOrganization and Qualification), whether automatic 3.3 (Capitalization), 3.4 (Subsidiaries), 3.5 (Authority; Enforceability), 3.29 (Brokers), 4.1 (Organization), 4.2 (Authority; Enforceability) and 4.6 (Brokers) (such representations and warranties, together with the representations and warranties set forth in Section 3.19 (o), (p) and (q) (for purposes of it being a Fundamental Representation only, the “Fundamental Representations”) shall survive the Closing for the maximum period of time allowed under Law. The covenants or permissive). All covenants contained other agreements made by Parent, Seller or Buyer in this Agreement which are to be performed by their terms contemplate performance prior to the Closing Date shall terminate survive the Closing Date and expire on the date that is twenty-four (24) months from the Closing Date. The covenants contained in this Agreement Each covenant or other agreement made by Parent, Seller or Buyer which are to be performed at or by its terms contemplate performance after the Closing Date shall terminate thirty survive the Closing indefinitely until sixty (3060) days after it is fully performed. The period of time a covenant, agreement, representation or warranty survives the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire Closing pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice 9.1 shall be the “Survival Period” with respect to such covenant, agreement, representation or warranty. The parties acknowledge that the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period time periods set forth in this Section 10.01 will Article IX for the assertion of claims under this Agreement are the result of arms-length negotiation among the parties and that the parties intend for such time periods to be irrevocably and unconditionally released and waivedenforced as agreed by the parties.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller made by the parties in Articles IV and Purchaser contained V and in this Agreement any instrument or document furnished in connection herewith shall survive the Closing for a period and any investigation at any time made by or on behalf of twelve (12) months following the parties hereto and shall expire on the second anni versary of the Closing Date; provided, however that except (ai) as to any matter as to which a claim is submitted in writing to the Indemnifying Party prior to such second anniversary and identified as a claim for indemnification pursuant to this Agreement, (ii) the representations inaccuracy of any representation or warranty arising out of the fraud or willful misconduct of the senior management of Sellers or Buyer, which representation and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) warranty shall survive the Closing until thirty sixty (3060) days after following the expiration of the applicable statute of limitations limitations, including extensions thereof and (iii) any inaccuracy in the representations or warranties set forth in Sections 4.8 and 5.5 of this Agreement, which representations and warranties shall survive until the expiration of sixty (60) days following the applicable statute of limitations, including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are of Sellers and Buyer hereunder shall survive until the expiration of any applicable statute of limitations. No claim or action for indemnity pursuant to Section 8.1 or 8.2 hereof for breach of any representation or warranty shall be performed at asserted or after the Closing shall terminate thirty (30) days maintained by any party hereto after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic such representation or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire warranty pursuant to the first sentence of this Section 10.01 if, 8.4 except for claims made in reasonable detail in writing prior to such time, a Third Party Claim Notice expiration and actions (whether instituted before or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom after such indemnity may be sought expiration) based on any claim made in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or writing prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedsuch expiration.

Survival of Representations and Warranties. The All covenants, agreements, representations and warranties of Abbott, Seller and Purchaser contained made hereunder or pursuant hereto or in this Agreement connection with the transactions contemplated hereby shall survive the Closing for a period of twelve (12) months following the Closing DateClosing; provided, however however, that for purposes of the indemnification provided for in this Article 5, (a) the representations and warranties set forth in Article 3 and 4 (other than Sections 3.2, 3.5, 3.13, 3.14 and 3.16) shall survive until the second anniversary of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)the Closing Date, (b) the Fundamental Representationsrepresentations and warranties of the Company set forth in Sections 3.5, 3.13 and 3.14 shall survive until the fourth anniversary of the Closing Date, and (c) the representations and warranties of Purchaser contained the Company set forth in Section 5.01 Sections 3.2 and 3.16 shall survive for the applicable limitations period established by law (Organization; Standingthe "Surviving Representations and Warranties"), Sections 5.02(a) whereupon they will terminate and (b) (Corporate Authorization) expire. After a Surviving Representation and Section 5.07 (Brokers Warranty has terminated and Other Advisors) shall survive expired, no indemnification will or may be sought under this Article 5 by any person who would have been entitled under this Article 5 to indemnification on the Closing until thirty (30) days after basis of that Surviving Representation and Warranty prior to such termination and expiration; provided, however, that no claim for indemnification hereunder based on a Surviving Representation and Warranty, written notice of which is presented to the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed indemnifying party prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the termination and expiration of the applicable statute of limitations (including any extensions thereofsuch Surviving Representation and Warranty, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably affected in any way by that termination and unconditionally released and waivedexpiration.

Survival of Representations and Warranties. The respective representations and warranties of Abbott, each of Seller and Purchaser Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the other than Seller's representations and warranties of Abbott with respect to organization contained in Section 3.01 (Organization; Standing6.1, authority contained in Section 6.2, no conflicts contained in Section 6.3(i), Taxes contained in Section 3.02 (Corporate Authorization6.4, proprietary rights contained in Section 6.5, title contained in Section 6.6(a) and Section 3.04 (Brokers and Other Advisorsb), (b) the Fundamental Representationsenvironmental matters contained in Section 6.8, employee matters contained in Section 6.11 and (c) the brokers contained in Section 6.16 and Buyer’s representations and warranties of Purchaser with respect to authority contained in Section 5.01 7.2 and brokers contained in Section 7.5) will survive the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the Closing Date and will continue in full force and effect until two years after the Closing Date and then terminate and expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any falsity, breach or inaccuracy of such representations and warranties. Seller's representations and warranties with respect to Taxes contained in Section 6.4, proprietary rights contained in Section 6.5, environmental matters contained in Section 6.8 and employee matters contained in Section 6.11 will survive the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the Closing Date until all applicable statutes of limitation (Organization; Standingincluding any extensions thereof) have expired and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any falsity, breach or inaccuracy of such representations and warranties. Seller's representations and warranties with respect to organization contained in Section 6.1, authority contained in Section 6.2, no conflicts contained in Section 6.3(i), Sections 5.02(atitle contained in Section 6.6(a) and (b) (Corporate Authorizationand brokers contained in Section 6.16 and Buyer’s representations and warranties with respect to authority contained in Section 7.2 and brokers contained in Section 7.5 will survive the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the Closing Date without time limitation. The obligations of each party to indemnify, defend and hold harmless Indemnitees pursuant to Section 9.1(a) and Section 5.07 (Brokers and Other Advisors9.2(a) shall survive terminate when the Closing until thirty (30) days after applicable representation or warranty expires pursuant to this Section 9.4; provided, however, that such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual item as to which the Indemnitee shall have, before the expiration of the applicable statute period, made a claim by delivering notice (stating in reasonable detail the basis of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior such claim) to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedindemnifying Party.

Survival of Representations and Warranties. The Notwithstanding (a) ------------------------------------------ the making of this Agreement, (b) any examination or investigation made by or on behalf of the parties hereto and (c) the Closing hereunder, (i) the representations and warranties of Abbott, Seller and Purchaser the parties hereto contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of twelve (12) months following two years from and after the Closing Date; provided, however that (a) except for the representations and warranties of Abbott contained in Section 3.01 Sections 4.5 (Organization; StandingOwnership of Neyco Shares), Section 3.02 4.17 (Corporate AuthorizationTaxes) and Section 3.04 4.25 (Brokers and Other Advisors)Environmental Matters) hereof, (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) which shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations for the underlying cause of action, and (including any extensions thereof, whether automatic or permissive). All ii) the covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration and agreements of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement parties hereto contained in this Agreement shall survive until fully performed or fulfilled, unless non-compliance with such covenants or agreements is waived in writing by the time at which it would otherwise expire party or parties hereto entitled to such performance. No claim for indemnification pursuant to Sections 11.2(a) or 11.3(a) hereof may be brought with respect to breaches of representations or warranties contained in this Agreement after the applicable expiration date set forth in the preceding sentence of this Section 10.01 11.1, and no claim for indemnification pursuant to Section 11.2(e) may be brought after the second anniversary of the Closing Date; provided, however, that if, prior to such timeapplicable date, a Third Party Claim Notice party hereto shall -------- ------- have notified the other party or Direct Claim Notice with respect to the breach parties hereto in writing of a claim for indemnification under this Article XI (whether or not formal legal action shall have been timely delivered commenced based upon such claim), such claim shall continue to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted subject to indemnification in accordance with this Article X on or prior to XI notwithstanding such expiration date, provided, that, the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivednotifying party actively pursues such claim.

Survival of Representations and Warranties. The Notwithstanding any investigation made by or on behalf of any of the parties hereto or the results of any such investigation and notwithstanding the participation of such party in the Closing, the representations and warranties of Abbott, Seller and Purchaser contained in this Agreement Article I, Article II, Article III and Article IV hereof shall, except as provided below, survive the Closing for a period of 15 months from the Closing Date; provided, however, that if a party shall have made a claim for indemnification with respect to any specific representation(s) or warranty(ies) hereunder prior to the 15-month anniversary of the Closing Date and such claim has not been completely and finally resolved prior to such anniversary, then such claim shall survive and continue to be fully actionable until such time as it is completely and finally resolved as if the specific representation(s) or warranty(ies) upon which it is based had not yet expired. Notwithstanding the preceding sentence, the representations and warranties set forth in Sections 3.3, 3.12 and 3.14 shall survive the Closing for a period of twelve (12) months following three years from the Closing Date; , provided, however that (ahowever, that, with respect to any specific representation or warranty set forth in Sections 3.3, 3.12 or 3.14, if a party shall have made a claim for indemnification with respect to any specific representation(s) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorizationor warranty(ies) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed hereunder prior to the Closing shall terminate on three-year anniversary of the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant Date and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, such claim has not been completely and finally resolved prior to such timeanniversary, a Third Party Claim Notice then such claim shall survive and continue to be fully actionable until such time as it is completely and finally resolved as if the specific representation(s) or Direct Claim Notice with respect to the breach warranty(ies) upon which it is based had not yet expired. This Section 9.1 shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on limit any covenant or prior to the expiration agreement of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedparties that by its terms contemplates performance after Closing.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser contained in this Agreement Articles III and IV shall survive the Closing for a period of twelve (12) months and shall remain in full force and effect until 11:59 p.m. on the 548th day following the Closing Date; provided, however however, that (aw) the representations and warranties of Abbott contained in Section 3.01 3.17(a) (Organization; Standing), Section 3.02 Compliance with Law) shall remain in full force and effect until the first to occur of (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (bA) the Fundamental Representations, and date that is ninety (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (3090) days after following the expiration of the applicable statute of limitations or (including any extensions thereofB) the date that is five (5) years following the Closing Date, whether automatic or permissive(x) the Tax Representations and the representations and warranties contained in Sections 3.18 (Environmental Matters) and 3.20 (Employee Benefit Plans) shall remain in full force and effect until the date that is ninety (90) days following the expiration of the applicable statute of limitations, and (y) the representations and warranties contained in Sections 3.1 (Organization and Qualification), 3.2 (No Subsidiaries), 3.3(a) (Authority), 3.4 (Securities and Ownership), 3.6 (Interests of Related Persons) and 3.23 (Brokers, Finders) ((x) and (y) collectively, the “Fundamental Representations”) shall remain in full force and effect indefinitely, and (z) 4.1 (Organization and Qualification), 4.2(a) (Authority) and 4.4 (Brokers, Finders) shall remain in full force and effect indefinitely. All covenants contained in this Agreement which are to be performed prior to shall survive the Closing shall terminate on the Closing Date. The covenants contained in execution and delivery of this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)in accordance with their terms. Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive any Claims for indemnification asserted with reasonable specificity (to the time extent known at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect ) by notice to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or other party prior to the expiration date of the applicable survival period set forth in this Section 10.01 will shall not thereafter be irrevocably barred by the expiration of the relevant representation or warranty, and unconditionally released and waivedsuch Claims shall survive until finally resolved.

Survival of Representations and Warranties. The All representations and warranties made by the parties in Articles III and IV and in any instrument or document furnished in connection herewith and the indemnification obligations of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in under Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors7.1(n) shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto and shall expire on the fourth anniversary of the Closing Date, except (i) as to any matter as to which a claim is submitted in writing to the Indemnifying Party prior to such fourth anniversary and identified as a claim for indemnification pursuant to this Agreement, (ii) the inaccuracy of any representation or warranty arising out of the fraud, gross negligence or willful misconduct of Seller or Buyer, which representation and warranty shall survive until thirty sixty (3060) days after following the expiration of the applicable statute of limitations limitations, including extensions thereof and (iii) any inaccuracy in the representations or warranties set forth in Sections 3.8 and 4.5 of this Agreement, which representations and warranties shall survive until the expiration of sixty (60) days following the applicable statute of limitations, including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are of Seller and Buyer hereunder, including the indemnification obligations of Seller under Section 7.1(b), (d), (e), (f), (g), (h), (i), (j), (k), (l) and (m) and the indemnification obligations of Buyer under Section 7.2(b) and (d), shall survive until the expiration of any applicable statute of limitations. No claim or action for indemnity pursuant to Sections 7.1 or 7.2 hereof for breach of any representation or warranty shall be performed at asserted or after the Closing shall terminate thirty (30) days maintained by any party hereto after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic such representation or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire warranty pursuant to the first sentence of this Section 10.01 if, 7.4 except for claims made in writing prior to such time, a Third Party Claim Notice expiration and actions (whether instituted before or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom after such indemnity may be sought expiration) based on any claim made in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or writing prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedsuch expiration.

Survival of Representations and Warranties. The representations and warranties of AbbottIf the Transactions are consummated, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained Buyer set forth in Section 3.01 this Agreement or in any certificate delivered by or on behalf of Buyer pursuant to the terms of this Agreement shall survive the Closing and remain in full force and effect until 11:59 p.m. (Organization; Standing), Section 3.02 California time) on the date that is fifteen (Corporate Authorization15) and Section 3.04 (Brokers and Other Advisors)months after the Closing Date, (b) the representations and warranties of Seller or Selling Subsidiary set forth in this Agreement or in any certificate delivered by or on behalf of Seller or Selling Subsidiary pursuant to the terms of this Agreement (other than the Seller Fundamental Representations) shall survive the Closing and remain in full force and effect until 11:59 p.m. (California time) on the date that is fifteen (15) months after the Closing Date, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) Seller Fundamental Representations shall survive the Closing and remain in full force and effect until thirty (30) days after the expiration of the all applicable statute statutes of limitations or extensions thereof (including the periods referred to in clauses (b) and (c), the “Survival Period”); provided, however, that in the event that any extensions thereofBuyer Indemnified Party shall deliver a Claim Certificate to Seller setting forth a claim for indemnification, whether automatic compensation or permissive). All covenants contained reimbursement under this Article 12 in respect of a breach of a representation or warranty of Seller or Selling Subsidiary set forth in this Agreement which are to be performed prior or in any certificate delivered by or on behalf of Seller or Selling Subsidiary pursuant to the Closing shall terminate on the Closing Date. The covenants contained in terms of this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth Survival Period, then such representation or warranty shall survive the expiration of the applicable Survival Period and remain in this Section 10.01 will be irrevocably full force and unconditionally released and waivedeffect solely with respect to such claim until the final resolution thereof.

Survival of Representations and Warranties. The representations and warranties of Abbott, made by Seller and Purchaser contained Buyer in this Agreement shall survive the Closing for a period and shall continue in effect until the eighteen (18) month anniversary of twelve (12) months following the Closing Date; provided, however except (i) that the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.11 and 4.19 shall survive until the third anniversary of the Closing Date, (aii) the representations and warranties of Abbott contained set forth in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)4.4 shall survive until the second anniversary of the Closing Date, (b) the Fundamental Representations, and (ciii) the representations and warranties of Purchaser contained set forth in Section 5.01 (Organization; Standing)Sections 4.12, Sections 5.02(a) 4.13, 4.17 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 4.28 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations with respect to such matters (including and any extensions thereof) and (iv) as to the breach of any representation or warranty with respect to which a claim is submitted in writing by a Buyer Indemnitee (as defined herein) or a Seller Indemnitee (as defined herein) within such period and identified as a claim for indemnification pursuant to this Agreement or any other Transaction Related Document, whether automatic or permissive)in which case such representation and warranty shall survive until the claim is resolved. All covenants Notwithstanding anything to the contrary contained in this Agreement which are Agreement, (A) the obligation of Seller to indemnify any Buyer Indemnitee for (I) Excluded Liabilities under Section 7.2(c) or (II) Losses arising out of or resulting from any fraud or intentional misrepresentation and (B) the obligation of Buyer to indemnify any Seller Indemnitee for (I) Assumed Liabilities under Section 7.4(c) or (II) for Losses arising out of or resulting from any fraud or intentional misrepresentation, shall survive indefinitely and shall not be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the limited by any applicable statute of limitations (including any extensions thereof, whether automatic or permissive)limitations. Notwithstanding the foregoingright of Buyer to investigate the Business, assets and financial condition of Seller, and notwithstanding any knowledge obtained or obtainable by Buyer as a result of such investigation, Buyer has the unqualified right to rely upon, and has relied upon, each representation, warranty, covenant of the representations and agreement contained warranties made by Seller in this Agreement shall survive Agreement. Seller and Buyer acknowledge and agree that the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably representations and unconditionally released and waivedwarranties made hereunder by Seller are bargained for assurances.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller that are covered by the indemnification agreements in Section 6.1(a) and Purchaser contained in this Agreement Section 6.2(a) shall (a) survive the Closing for a period of twelve and (12b) expire on the date 12 months following the Closing Date; provided, however however, that (ai) the representations Sections 2.2 and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations2.3 shall survive for so long as applicable law shall permit a claim to be brought with respect thereto, and (cii) in the representations and warranties case of Purchaser contained gross negligence, fraud or willful misconduct in Section 5.01 (Organization; Standing)the making of any representation or warranty, Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) such representation or warranty shall survive for so long as applicable law shall permit a claim to be brought with respect thereto. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, 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, then the Closing until thirty applicable representation or warranty shall survive until, but only for purposes of, the resolution of any claims arising from or related to the matter covered by such notice. If the legal proceeding or written claim (30or a portion thereof) days 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 funds have been retained in escrow after the expiration Termination Date (as defined in the Escrow Agreement) 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 disburse such retained funds (or appropriate portion thereof) to the Indemnifying Stockholders in accordance with the terms of the applicable statute Escrow Agreement. The rights to indemnification set forth in this Article VI shall not be affected by (i) any investigation conducted by or on behalf of limitations an Indemnified Party or any knowledge acquired (including any extensions thereofor capable of being acquired) by an Indemnified Party, whether automatic before or permissive). All covenants contained in after the date of this Agreement which are to be performed prior to the Closing shall terminate on or the Closing Date. The covenants contained in this Agreement which are , with respect to be performed at the inaccuracy or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including noncompliance with any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive or obligation which is the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third subject of indemnification hereunder or (ii) any waiver by an Indemnified Party Claim Notice or Direct Claim Notice with respect of any closing condition relating to the breach shall have been timely delivered to accuracy of representations and warranties or the Party against whom such indemnity may be sought in accordance performance of or compliance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably agreements and unconditionally released and waivedcovenants.

Survival of Representations and Warranties. The Subject to the further provisions of this Section 7.5, the respective representations and warranties of Abbott, Seller (a) the Partners set forth in Sections 2.1 and Purchaser contained in this Agreement 2.2 shall survive the Closing for a period of twelve Date until one (121) months year following the Closing Date; provided, however except that the representations and warranties contained in (ai) Section 2.1(d) (Right to Transfer) shall not so terminate but shall survive the Closing until the applicable statute of limitation shall have expired and (ii) Section 2.1(i) (Tax Matters) shall not so terminate but shall survive the Closing until sixty (60) days after the applicable statute of limitations shall have expired with respect to all matters referenced therein and (b) the Seller and the Buyer shall survive the Closing Date until one (1) year following the Closing Date, except that the representations and warranties contained in Section 2.1(i) (Tax Matters) shall not so terminate but shall survive the Closing until sixty (60) days after the applicable statute of limitations shall have expired with respect to all matters referenced therein. For convenience of reference, the date upon which any representation or warranty contained herein shall terminate is referred to herein as the "Survival Date." All covenants and agreements of the Buyer or the Partners contained herein shall survive the Closing in accordance with their respective terms. Anything contained herein to the contrary notwithstanding, the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants Seller contained in this Agreement which (including, without limitation, the Seller Disclosure Schedule) (i) are to be performed prior being given by the Seller on behalf of the Partners and for the purpose of binding the Partners to the Closing shall terminate on terms and provisions of this Article 7, and as an inducement to the Closing Date. The covenants contained in Buyer to enter into this Agreement which (and the Seller and the Partners acknowledge that the Buyer has expressly relied thereon) and (ii) are to be performed at or after solely for the Closing shall terminate thirty (30) days after the expiration benefit of the applicable statute Buyer Indemnified Persons and each of limitations them. Accordingly, no third party (including including, without limitation, the Partners or anyone acting on behalf of any extensions thereof) other than the Buyer Indemnified Persons, whether automatic and each of them, shall be a third party or permissive). Notwithstanding other beneficiary of such representations and warranties and no such third party shall have any rights of contribution against the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice Seller with respect to the breach shall have been timely delivered such representations or warranties or any matter subject to the Party against whom such indemnity may be sought or resulting in accordance with Section 10.05. Any claim not asserted in accordance with indemnification under this Article X on 7 or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedotherwise.

Survival of Representations and Warranties. The representations All of the terms and warranties conditions of Abbottthis Agreement, Seller together with the warranties, representations, agreements and Purchaser covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing Date, notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that unless otherwise stated, the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied. Notwithstanding the Closing for a period of twelve (12) months following the Closing Date; providedforegoing, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing)Sections 3.1, Section 3.02 (Corporate Authorization) 3.2, 3.3, 3.4, 3.5, 3.6, 4.1, 4.2, 4.3 and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties 4.4 of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) this Agreement shall survive the Closing and continue in full force and effect indefinitely; (b) and the representations and covenants set forth in Sections 3.13, 3.22, 3.26, 3.27 and 9.6 of this Agreement shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof); and (c) all other representations and warranties, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to and the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration related agreements of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding Seller and the foregoing, Buyer to indemnify each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period other set forth in this Section 10.01 will Article VIII, shall survive and continue for, and all indemnification claims with respect thereto shall be irrevocably made prior to the end of, twenty-four (24) months from the Closing Date, except for representations, warranties and unconditionally released and waivedrelated indemnities for which an indemnification claim shall be pending as of the end of the applicable period referred to above, in which event such indemnities shall survive with respect to such indemnification claim until the final disposition thereof (the "Indemnification Period").

Survival of Representations and Warranties. The representations and warranties in this Agreement and the Schedules attached hereto or in any writing delivered by any party to any of Abbott, Seller and Purchaser contained the other parties in connection with this Agreement shall survive the Closing for a period until the second (2nd) anniversary of twelve (12) months following the Closing Date; provided, however except that (ai) the representations and warranties of Abbott contained in Section 3.01 4.9 (Organization; Standing), Section 3.02 (Corporate AuthorizationTax Matters) and Section 3.04 (Brokers and Other Advisors), (b) shall terminate 90 days following the Fundamental Representations, expiration of the applicable statutes of limitations and (cii) the representations and warranties of Purchaser contained in Section 5.01 4.1 (Organization; StandingOrganization and Power), Sections 5.02(a) and (bSection 4.2(a) (Corporate Authorization), Section 4.8(a) (Assets), Section 4.23 (Brokerage), Section 5.1 (Organization and Power), Section 5.2 (Authorization) and Section 5.07 5.4 (Brokers Broker’s Fees), Section 6.1 (Organization and Other AdvisorsPower), Section 6.2 (Authorization) and, Section 6.4 (Brokerage) (collectively, the “Fundamental Representations”) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)indefinitely. Notwithstanding the foregoing, each representationany representation or warranty in respect of which indemnity may be sought under Section 10.2, warrantyand the indemnity with respect thereto, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire terminate pursuant to this Section 10.01 if, prior 10.1 if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such time, a Third Party Claim Notice right or Direct Claim Notice with respect to the breach alleged right of indemnity under this Article X shall have been timely delivered given to the Party party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to such time. The covenant contained in Section 7.4 shall expire at the expiration Closing. Each covenant and agreement of the applicable survival period set forth Seller, the Members and Buyer contained in this Section 10.01 will Agreement, which by its terms is required to be irrevocably performed after the Closing Date, shall survive the Closing and unconditionally released remain in full force and waivedeffect until such covenant or agreement is performed.

Survival of Representations and Warranties. The Solely for ------------------------------------------ purposes of the indemnification provisions set forth in Article VIII, and subject to the limitations set forth therein, the representations and warranties of Abbott, Seller and Purchaser contained set forth in this Agreement Agreement, shall survive the Closing under this Agreement for a period of the lesser of (i) twelve (12) months following from the Closing Date, or (ii) until the date of completion of the first post-Closing audit of Buyer's consolidated financial statements; provided, however provided that (a) the representations and -------- warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 2.13 shall survive the Closing until thirty (30) days after the fifth anniversary of the Closing Date. If prior to the close of business on the scheduled date for expiration of a particular representation, warranty or covenant that is the applicable statute basis for a claim for indemnity under Article VIII, the Stockholders or Buyer shall have been notified of limitations (including any extensions thereofsuch claim, whether automatic then the representation, warranty or permissive)covenant that is the basis for such claim shall continue to survive and shall remain a basis for indemnity, to the extent of such specific claim only, until such claim is finally resolved or disposed of. All Except as described above, to the extent that the covenants of the parties contained in this Agreement which are that contemplate or may involve actions to be performed taken (a) solely prior to the Closing shall terminate on not survive the Closing Date. The covenants contained in this Agreement which are to be performed at or Closing, and (b) after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereofClosing, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement they shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to until such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach actions shall have been timely delivered to the Party against whom such indemnity may be sought performed in accordance with Section 10.05their terms. Any claim not asserted in accordance with this Article X on or prior Notwithstanding anything herein to the expiration contrary and without limiting the survival of any other covenants that may survive the applicable survival period set forth in this Section 10.01 will be irrevocably Closing, all covenants regarding Taxes, Sections 4.2 and unconditionally released and waived4.7 shall survive indefinitely.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained the Company set forth in this Agreement Agreement, including the representations and warranties of the Company set forth in Section 2.13 (Intellectual Property) (such representation the “Special Representation”) shall survive until 11:59 p.m. California time on the Closing for a period of twelve date that is eighteen (1218) months following the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however however, that (a) in the representations and warranties event of Abbott contained in Actual Fraud or intentional misrepresentation with respect to a representation or warranty, subject to the terms of Section 3.01 (Organization; Standing8.3(g), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) such representation or warranty shall survive until 11:59 p.m. California time on the Closing until date that is thirty (30) days after the expiration of the applicable relevant statute of limitations limitations; (including any extensions thereofb) the representations and warranties of the Company set forth in Section 2.1 (Organization and Good Standing), whether automatic or permissiveSection 2.2 (Authority and Enforceability). All covenants contained in this Agreement which are to be performed prior , Section 2.5 (Company Capital Structure), Section 2.6 (Company Subsidiaries), Section 2.10 (Taxes), and the first sentence of Section 2.24 (Brokers’ Fees) (together, the “Fundamental Representations”) subject to the Closing terms of Section 8.3(g), such Fundamental Representations shall terminate survive until 11:59 p.m. California time on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate date that is thirty (30) days after the expiration of the applicable relevant statute of limitations (including which shall be the Expiration Date for the purposes of the Fundamental Representations) and (c) all representations and warranties of the Company shall survive beyond the Expiration Date or other survival periods specified above with respect to any extensions thereof, whether automatic inaccuracy therein or permissive). Notwithstanding breach thereof if a claim is made hereunder prior to the foregoing, each representation, expiration of the survival period for such representation and warranty, covenant in which case such representation and agreement contained warranty shall survive only as to such claim until such claim has been finally resolved. The representations and warranties of Parent and Merger Sub set forth in this Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall survive terminate at the time at which it would otherwise expire Closing. The obligation of the Indemnified Parties to provide indemnity pursuant to this Section 10.01 if8.2(a) shall survive until the Expiration Date, prior other than pursuant to Section 8.2(a)(ii) and Section 8.2(a)(v)-(vii) which shall survive until 11:59 p.m. California time on the date that is thirty (30) days after the expiration of the relevant statute of limitations; provided, that all such time, a Third Party Claim Notice or Direct Claim Notice obligations shall survive with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any any claim not asserted in accordance with this Article X on or made prior to the expiration of the applicable survival period set forth period, in this Section 10.01 will be irrevocably which case such obligation shall survive only as to such claim until such claim has been finally resolved. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and unconditionally released termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and waivedwarranties or indemnities.

Survival of Representations and Warranties. The All of the ------------------------------------------ representations and warranties of Abbott, the Seller and Purchaser the Stockholder (except for those contained in this Agreement shall survive Sections 3.1 (Organization of the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; StandingCompany), Section 3.02 3.2 (Corporate AuthorizationOwnership of Company), 3.3 (Authorization of Transaction), 3.4 (Noncontravention), 3.6 (Title to Assets), 3.9 (Financial Statements), 3.11 (Absence of Undisclosed Liabilities), 3.13 (Taxes), 3.23 (Environmental, Health and Safety) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b3.26(b) (Corporate AuthorizationCompliance with Laws)) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including contained herein or in any extensions thereof, whether automatic document certificate or permissive). All covenants contained in this Agreement which are other instrument required to be performed prior to the Closing delivered hereunder shall terminate expire on the Closing Date. The representations and warranties of the Seller and the Stockholder contained in Sections 3.4, 3.11, 3.23 and 3.26(b) shall survive the Closing and shall continue in full force and effect for a period of one year thereafter. The representations and warranties of the Seller and the Stockholder contained in Sections 3.1, 3.3, 3.6, 3.9, and 3.13 shall survive the Closing and shall continue in full force and effect for a period of two years thereafter. The representations and warranties of the Seller and the Stockholder contained in Section 3.2 shall survive the Closing and shall continue in full force and effect without limit as to time. The termination of any such representation and warranty, however, shall not affect any claim for breaches of representations or warranties if written notice thereof is given to the breaching party or parties prior to such termination date. All of the representations and warranties of the Buyer (except those contained in Sections 4.1 (Organization of the Buyer), 4.2 (Authorization of Transaction) and 4.3 (Noncontravention)) contained in Section 4 shall expire on the Closing Date. The representations and warranties of the Buyer contained in Section 4.3 shall survive the Closing and shall continue in full force and effect for a period of one year thereafter. The representations and warranties of the Buyer contained in Sections 4.1 and 4.2 shall survive the Closing and shall continue in full force and effect for a period of two years thereafter. All covenants contained and indemnities of any Party in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including in any extensions thereofdocument or certificate delivered hereunder shall, whether automatic or permissive). Notwithstanding the foregoingunless otherwise specifically provided therein, each representation, warranty, covenant remain in full force and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedeffect forever.

Survival of Representations and Warranties. The right of the XPO Indemnified Parties to make a claim for XPO Indemnifiable Damages for breach of representations and warranties of Abbott, Seller and Purchaser contained in this Agreement set forth herein shall survive the Closing for a period of twelve two (122) months following years after the Closing DateEffective Time; provided, however however, the XPO Indemnified Parties’ right to make claims that directly result from an assessment, reassessment or other demand for payment made by any Governmental Authority that has the statutory right to pursue such claim for a period that is longer than two (a2) years after the Effective Time under the representations and warranties of Abbott contained set forth in Section 3.01 Sections 2.7 (Organization; StandingTaxes), Section 3.02 2.8 (Corporate AuthorizationEmployee Benefits), 2.9 (Compliance with Legal Requirements), 2.10 (Legal Proceedings; Orders) and Section 3.04 2.14 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsRights to Use Personal Information) shall survive the Closing until thirty (30) 120 days after the expiration of the applicable statute statutory period of limitations and the right of an XPO Indemnified Party to make claims under the representations and warranties set forth in Sections 2.1 (including Organization and Good Standing), 2.2 (Capitalization), 2.3 (Enforceability: Authorization; No Conflict) and the last sentence of Section 2.6 (Sufficiency of Assets: Condition and Title of Assets) shall survive indefinitely. The right of the Seller Indemnified Parties to make a claim for Seller Indemnifiable Damages for breach of representations and warranties set forth in Article 3 shall survive the closing of the Transactions contemplated herein indefinitely. No claim for the recovery of XPO Indemnifiable Damages for breach of a representation or warranty herein may be asserted by an XPO Indemnified Party after the applicable period has expired; provided, however, that claims for XPO Indemnifiable Damages first asserted by timely delivery of a claims notice within such period shall continue to survive until such claims have been satisfied or otherwise resolved. Notwithstanding any extensions thereofknowledge of facts determined or determinable by any Party by investigation or disclosures on the Schedules, whether automatic the right to indemnification shall not be affected by such knowledge, investigation or permissive). All covenants disclosure and each Party shall have the right to fully rely on the representations, warranties, covenants, and agreements of the other Parties contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing DateAgreement. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each Each representation, warranty, covenant and agreement of the Parties contained in this Agreement shall survive is independent of each other representation, warranty, covenant and agreement. All of the time at which it would otherwise expire covenants and representations and warranties contained in this Agreement and in any other agreement or document delivered pursuant to this Section 10.01 ifAgreement, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with including this Article X on or prior to 6, will survive the expiration closing of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedTransactions.

Survival of Representations and Warranties. The representations and warranties of Abbottcontained herein and in any document, Seller and Purchaser contained in this Agreement instrument, certificate or other writing delivered pursuant hereto shall survive the Closing for a period of twelve (12) months following two years from the Closing Date; provided, however that (a) except for the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing)i) Sections 4.1, Section 3.02 (Corporate Authorization) 4.3, 4.26, 5.1, 5.2 and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, 5.11 hereof which shall survive indefinitely and (cii) the representations Sections 4.19 and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 4.20 hereof which shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely matters contained therein. All statements contained in the Disclosure Schedule or in any certificate delivered at the Closing pursuant to the Party against whom such indemnity may transactions contemplated hereby shall be sought deemed to be representations and warranties of the applicable party hereto contained herein. Notwithstanding anything in accordance with Section 10.05. Any this Agreement to the contrary, any Damages as to which a notice of claim not asserted has been given in accordance with this Article X on or writing prior to the expiration of the applicable survival period set forth above in this Section 10.01 will 11.1 shall survive until payment or other final resolution of such claim. Nothing contained in this Section 11.1 shall affect any covenant, agreement or undertaking contained in this Agreement or in any instrument delivered pursuant to this Agreement or pursuant to any agreement or transactions contemplated hereby which covenant, agreement or undertaking is to be irrevocably and unconditionally released and waivedperformed after the Closing Date.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser contained made by the Parties in this Agreement shall survive the Closing for a period of twelve until (12and shall terminate on) months following the Closing Datesixteen (16) month anniversary thereof; provided, however however, that (a) the representations and warranties of Abbott contained in (i) Section 3.01 3(a)(i) (Organization; StandingOrganization of Certain Sellers), Section 3.02 3(a)(ii) (Authorization of Transaction), Section 3(a)(iv) (Brokers’ Fees), Section 3(a)(v) (Shares), Section 4(a) (Organization, Qualification and Corporate AuthorizationPower), Section 4(b) (Capitalization), and Section 3.04 4(e) (Brokers and Other AdvisorsBrokers’ Fees) (collectively with the representations set forth in Section 4(k) (Tax Matters), (b) the Fundamental “Special Sellers’ Representations”), and (cii) Section 3(b)(i) (Organization of Buyer), Section 3(b)(ii) (Authorization of Transaction), and Section 3(b)(iv) (Brokers’ Fees), each shall survive the Closing indefinitely; and provided, further, that the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b4(k) (Corporate AuthorizationTax Matters) and Section 5.07 4(r)(viii) (Brokers and Other AdvisorsEmployee Benefits) shall survive the Closing until thirty (30and shall terminate on) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)limitations. All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration None of the applicable statute of limitations (including any extensions thereof, whether automatic covenants or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement other agreements contained in this Agreement shall survive following the time at Closing other than those which it would otherwise expire pursuant to by their terms contemplate performance after the Closing, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Any claims under this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice Agreement with respect to the a breach shall have been timely delivered to the Party against whom such indemnity may of a representation, warranty, covenant or agreement must be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X by a written notice on or prior to before the expiration of the applicable survival period for such representation, warranty, covenant or agreement in accordance with this Section 8, and if such a notice is given, the survival period for such representation, warranty, covenant or agreement shall continue solely as to the specific matters subject to the claim asserted until it is fully resolved as provided herein. It is the intention of the Parties that the survival periods set forth in this Section 10.01 will be irrevocably 8 shall supersede the application of any longer statute of limitations to such representations and unconditionally released and waivedwarranties or claim with respect thereto.

Survival of Representations and Warranties. The Notwithstanding any investigation or review made at any time by or on behalf of any party hereto, all representations and warranties of Abbott, Seller and Purchaser contained in this Agreement or in the Exhibits annexed hereto or in any of the agreements, certificates or instruments delivered in connection herewith (other than the representations and warranties contained in Section 5.01(i) (the "Title Representations"), Section 5.01(h) and the first two sentences of Section 5.01(b) and the first sentence of Section 5.02(b) (the "Authorization Execution - 33 - 35 Representations"), Section 5.01(n) (the "Tax Representations"), Sections 5.01(o) and 5.01(k) (the "Employee Representations") and 5.01(g) (the "Environmental Representations")) shall survive the Closing for a period of twelve one (121) months following year and one hundred and eighty (180) days after the Closing Date; provided, however that Date (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization"Indemnification Period") and Section 3.04 shall thereupon expire together with any right to indemnification (Brokers except with respect to any claim for breach of any such representation or warranty for which written notice shall have been given prior to the termination of the Indemnification Period to the party which made such representation or warranty). The Environmental Representations shall survive the Closing for a period of three (3) years after the Closing Date and Other Advisors), (b) the Fundamental Title Representations, the Authorization Representations, the Tax Representations and (c) the representations Employee Representations and warranties the liabilities and obligations of Purchaser contained in Section 5.01 (Organization; Standing), Sellers under Sections 5.02(a) 3.05 and (b) (Corporate Authorization) 7.03 hereof and Section 5.07 (Brokers and Other Advisors) under Article 8 hereof shall survive the Closing until thirty (30) days after the expiration of any applicable statutes of limitation (such three (3) year period being the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice Indemnification Period with respect to the breach shall have been timely delivered Environmental Representations and such statutes of limitations period being the Indemnification Period with respect to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Title Representations, the Authorizations Representations, the Tax Representations and the Employee Representations and the liabilities and obligations of Sellers under Sections 3.05 and 7.03 hereof and under Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived8 hereof).

Survival of Representations and Warranties. The right to enforce claims for breaches of representations and warranties warranties, of Abbott, each Seller and Purchaser Xxxxxxx Xxxxxxxx, on the one hand, and Buyer, on the other hand, contained in this Agreement and the respective obligations of the parties with respect thereto, shall survive the Closing for a period making of twelve (12) months following this Agreement, any investigations made by or on behalf of the parties hereto and the Closing Date; provided, however that and shall continue in full force and effect until the expiration of two years from the Closing Date (except (a) with respect to the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) Sections 5.19 [Taxes] and Section 3.04 (Brokers 5.22 [Employee Benefit Matters] of the Agreement the remedy for breach of which shall continue in full force and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) effect until any claims or liabilities with respect thereto shall survive the Closing until thirty (30) days after be barred by the expiration of the applicable statute of limitations (including or any extensions thereof, whether automatic and (b) with respect to Section 5.2 and 6.2 [Capitalization] and the indemnification provided pursuant to Sections 11.2(c) and (g) and Sections 11.3(c) and (d), to which there shall be no expiration), at which respective times all such representations and warranties and liabilities shall expire and terminate, except for any claims relating to any specific breaches of any representations or permissive). All covenants contained in this Agreement warranties which are asserted in writing on or before the applicable termination date. Each of the parties agrees to be performed prior give notice to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration breaching party of the applicable statute any breach of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each such representation, warranty, covenant and agreement contained covenant, or agreement, describing such breach in this Agreement reasonable detail, as soon as practicable after the discovery thereof; provided, however, that the failure to receive such notice shall survive not relieve the time at which it would otherwise expire pursuant to this Section 10.01 if, prior breaching party from any liability in respect to such time, a Third Party Claim Notice or Direct Claim Notice with respect breach unless and to the extent that the breaching party shall be prevented from curing such breach shall have been solely as a direct result of its failure to receive a timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05notice. Any claim not asserted in accordance with this Article X on or prior for indemnification for which notice has been given within the prescribed period may be prosecuted to conclusion notwithstanding the subsequent expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedsuch period.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser contained in this Agreement made by the Sellers or the Founders herein shall survive the Closing for execution and delivery of this Agreement until (i) March 31, 2018 if the Eligible Revenue during 2017 is determined pursuant to Section 2.3 to be at least $[ * ] (i.e., a period of twelve delivery pursuant to Section 2.1(b)(iii) is made) and (12ii) months following the Closing Dateotherwise until March 31, 2019; provided, however however, that (aA) any claims for indemnification involving fraud or intentional misrepresentation or omission with intent to deceive shall survive until the expiration of the statute of limitations applicable to such claims (and thereafter until resolved if a claim in respect thereof has been made prior to such date), (B) any claims for indemnification for Taxes (including Specified Taxes) shall survive until thirty (30) days after the expiration of the statute of limitations applicable to such Taxes (including Specified Taxes) giving rise to such claims (and thereafter until resolved if a claim in respect thereof has been made prior to such date), (C) the representations and warranties of Abbott contained set forth in Section 3.01 Sections 4.9 (Organization; StandingIntellectual Property Rights), Section 3.02 4.14 (Corporate AuthorizationCompliance with Laws; Permits), 4.15 (Regulatory Matters), 4.16 (Related Party Transactions) and Section 3.04 4.19 (Brokers Employee Benefit Plans) shall survive until the third (3rd) anniversary of the Effective Date (and Other Advisorsthereafter until resolved if a claim in respect thereof has been made prior to such date), (b) the Fundamental Representations, ; and (cD) the representations and warranties of Purchaser [*] = Confidential Treatment Requested. Certain confidential information contained in Section 5.01 this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. warranties set forth in Article III as well as Sections 4.1 (Organization; , Good Standing, Corporate Power and Qualification), Sections 5.02(a4.2 (Governmental Consents and Filings), 4.3 (Non-Contravention), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.20 (Environmental, Zoning and Safety Laws), 4.21 (Taxes) and 4.22 (b) (Corporate Authorization) Foreign Corrupt Practices and Section 5.07 (Brokers and Other AdvisorsInternational Trade Sanctions) shall survive until the Closing until later of the sixth (6th) anniversary of the Effective Date and thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereofand, whether automatic or permissivein each instance, thereafter until resolved if a claim in respect thereof has been made prior to such date). The representations and warranties set forth in Article III as well as Sections 4.1 (Organization, Good Standing, Corporate Power and Qualification), 4.2 (Governmental Consents and Filings), 4.3 (Non-Contravention), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.9 (Intellectual Property Rights), 4.14 (Compliance with Laws; Permits), 4.15 (Regulatory Matters), 4.16 (Related Party Transactions), 4.19 (Employee Benefit Plans), 4.20 (Environmental, Zoning and Safety Laws), 4.21 (Taxes) and 4.22 (Foreign Corrupt Practices and International Trade Sanctions) are each referred to herein as a “Fundamental Rep.” Notwithstanding the foregoing, in the event that an indemnification claim has been asserted by Buyer prior to the termination of an applicable survival period, such termination shall not cut-off Buyer’s right to pursue such claim as otherwise provided herein. All covenants contained in and agreements made by the Sellers herein shall survive the execution and delivery of this Agreement which are until (except as expressly set forth herein with respect to be performed prior to an earlier period) the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate later of (x) thirty (30) days after the expiration of the applicable statute of limitations applicable thereto, (including any extensions thereof, whether automatic y) the sixth (6th) anniversary of the Effective Date or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained (z) until resolved if a claim in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have thereof has been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or made prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waiveddate otherwise applicable.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller that are covered by the indemnification agreements in Section 7.1(a) and Purchaser contained in this Agreement Section 7.2(a) shall (a) survive the Closing for a period of twelve and (12b) months shall expire on the date two (2) years following the Closing Date; provided, however except that (ai) the representations and warranties of Abbott contained set forth in Section 3.01 (Organization; Standing)Sections 2.1, Section 3.02 (Corporate Authorization) 2.3, 3.1 and Section 3.04 (Brokers and Other Advisors), (b) 3.2 shall survive the Fundamental Representations, Closing without limitation and (cii) the representations and warranties of Purchaser contained set forth in Section 5.01 (Organization; Standing)Sections 2.9, Sections 5.02(a) 2.13, 2.15, 2.22, 2.23 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 2.33 shall survive the Closing until thirty (30) 30 days after the following expiration of all statutes of limitation applicable to the matters referred to therein. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, 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, then the applicable statute representation or warranty shall survive until, but only for purposes of, the resolution of limitations the matter covered by such 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. The rights to indemnification set forth in this Article VII shall not be affected by (including i) any extensions thereofinvestigation conducted by or on behalf of an Indemnified Party or any knowledge acquired (or capable of being acquired) by an Indemnified Party, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at before or after the date of this Agreement or the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations Date (including through supplements to the Disclosure Schedule permitted by Section 4.6), with respect to the inaccuracy or noncompliance with any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive or obligation which is the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third subject of indemnification hereunder or (ii) any waiver by an Indemnified Party Claim Notice or Direct Claim Notice with respect of any closing condition relating to the breach shall have been timely delivered to accuracy of any representations and warranties or the Party against whom such indemnity may be sought in accordance performance of or compliance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably agreements and unconditionally released and waivedcovenants.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the parties contained in Articles IV and V of this Agreement or any Transaction Document shall survive the Closing for a period through and including the second anniversary of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties (a) of Abbott contained Seller set forth in Section 3.01 Sections 4.1 (Organization; StandingQualification), Section 3.02 4.2 (Corporate Authorization; Validity of Agreement), 4.3 (Consents and Approvals; No Violations) and Section 3.04 4.5 (Brokers and Other Advisors)Title to Properties; Liens) shall survive the Closing indefinitely, (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained Seller set forth in Section 5.01 4.12 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTax Matters) shall survive the Closing until thirty sixty (3060) days after following the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach particular matter that is the subject matter thereof and (c) of Purchaser set forth in Sections 5.1 (Organization), 5.2 (Authorization; Validity of Agreement) and 5.3 (Consents and Approvals; No Violations) shall survive the Closing indefinitely (in each case, the “Survival Period”); provided, further, that any obligation to indemnify and hold harmless shall not terminate with respect to any Losses as to which the Person to be indemnified shall have been timely delivered given notice (stating in reasonable detail the basis of the claim for indemnification) to the Party against whom such indemnity may be sought indemnifying party in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to 9.3(a) before the expiration termination of the applicable survival Survival Period. Unless a specified period is set forth in this Section 10.01 Agreement (in which event such specified period will be irrevocably control), the covenants and unconditionally released other agreements in this Agreement will survive the Closing and waivedremain in effect until the third anniversary of the Closing Date.

Survival of Representations and Warranties. The representations (a) Notwithstanding any right of Buyer fully to investigate the affairs of the Company and warranties notwithstanding any knowledge of Abbottfacts determined or determinable by Buyer pursuant to such investigation or right of investigation or pursuant to any notice delivered to Buyer under Section 4.7 or otherwise, Seller Buyer has the right to rely fully upon the representations, warranties, covenants and Purchaser agreements of the Company and the Sellers contained in this Agreement Agreement, or listed or disclosed on any Schedule hereto or in any instrument delivered in connection with or pursuant to any of the foregoing. All such representations, warranties, covenants and agreements shall survive the Closing for a period execution and delivery of twelve (12) months following this Agreement and the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)hereunder. Notwithstanding the foregoing, each representation, warranty, covenant all representations and agreement warranties of the Company and the Sellers contained in this Agreement shall survive the time at which it would otherwise expire Agreement, on any Schedule hereto or in any instrument delivered in connection with or pursuant to this Agreement shall terminate and expire twenty-four (24) months after the Closing Date, except that the representations and warranties in Sections 2.1, 2.2, the third sentence of Section 10.01 if2.12(a) and the first sentence of Section 2.12(b) shall survive indefinitely and the representations and warranties contained in Sections 2.16 and 2.22, prior to such time, a Third Party Claim Notice or Direct Claim Notice the indemnification obligations under Section 6.2(iii) with respect to any Retained Tax Liabilities and the breach indemnification obligations under Section 6.2(ii) with respect to breaches of covenants and agreements of the Company or the Sellers shall survive until the expiration of all applicable statutes of limitation with respect thereto, including extensions; provided, however, that the liability of the Sellers shall not terminate as to any specific claim, whether or not fixed as to liability or liquidated as to amount, with respect to which the Sellers have been timely delivered to the Party against whom such indemnity may be sought given specific notice in accordance with Section 10.05. Any claim not asserted in accordance with this Article X 6.4 on or prior to the expiration date on which such liabilities would otherwise terminate pursuant to the terms of this Section 6.1(a). In addition, Buyer shall not be entitled to deliver any Claims Notice under Section 6.4 seeking indemnification under Section 6.2(iv) with respect to any Retained Litigation Claim for which indemnification had not previously been sought under Section 6.4 at any time after December 31, 2003. The termination of the applicable survival period set forth in this ability of Buyer to seek indemnification under any of clauses (i)-(iv), inclusive, of Section 10.01 will be irrevocably and unconditionally released and waived6.2 shall not affect the ability of Buyer to seek indemnification under any other clause of Section 6.2 with respect to which Buyer's ability to indemnification has not been terminated.

Survival of Representations and Warranties. The representations and warranties Notwithstanding any right of Abbott, Purchaser to fully investigate the affairs of Seller and any knowledge of facts determined or determinable by Purchaser pursuant to such investigation or right of investigation, Purchaser has the right to rely fully upon the representations, warranties, covenants and agreements of Seller contained in this Agreement Agreement, or listed or disclosed on any Schedule hereto. All of such representations, warranties, covenants, agreements shall survive the execution and delivery of this Agreement and the Closing hereunder for a period of twelve (12) 18 months following the Closing Date; provided, however that that: (a) the representations and warranties of Abbott contained made in (i) Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)3.3 with respect to due authority, (bii) Section 3.8 with respect to title and or rights in respect to the Fundamental RepresentationsPurchased Assets, Perry Leased Real Property, Perry Leased Equipment, Wastewater Facility Leased Real Property, Wastewater Facility Leased Assets and the Leased Garage and (ciii) Section 3.14 or 4.5 with respect to finder's fees and commissions, shall survive indefinitely; (b) the representations and warranties of Purchaser contained made in Section 5.01 3.15 shall survive for a period of four (Organization4) years following the Closing Date; Standing(c) Claims related to intentional fraud or willful misconduct shall survive indefinitely; and (d) Claims related to and made under Sections 9.2(iii), Sections 5.02(a(iv), (v) and or (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsvi) shall survive the Closing until thirty (30) days after the expiration indefinitely. There shall be no termination of the applicable statute of limitations (including any extensions thereof, whether automatic such representation or permissive). All covenants contained in this Agreement warranty as to which are to be performed a Claim has been asserted prior to the Closing shall terminate on the Closing Datetermination of such survival period. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived.9.2

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained set forth in this Agreement (other than the Seller Fundamental Representations and the Purchaser Fundamental Representations) (collectively, the “Business Representations”) shall survive the Closing for a period of twelve two (122) months following years after the Closing Date; provided, however that Date at which time all such representations and warranties shall then terminate and no claim shall thereafter be made by any Party in respect thereof. The representations and warranties set forth in (a) the representations and warranties of Abbott contained in Section 3.01 3.1 (OrganizationExistence; Good Standing), Section 3.02 3.2 (Corporate Authorization), Section 3.3 (Enforceability), Section 3.4 (No Conflicts), Section 3.7 (No Liens; Title to Purchased Receivables), Section 3.11 (Brokers’ Fees), Section 3.15 (Intellectual Property Matters) and Section 3.04 3.16 (Brokers and Other Advisors)License Agreement) (collectively, (b) the “Seller Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a”) and (b) Section 4.1 (Corporate Existence; Good Standing), Section 4.2 (Authorization) ), Section 4.3 (Enforceability), Section 4.4 (No Conflicts), and Section 5.07 4.8 (Brokers and Other AdvisorsBroker’s Fees) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing until thirty the date that is six (306) days years after the expiration of the applicable statute of limitations (including Closing Date at which time all such representations and warranties shall then terminate and no claim shall thereafter be made by any extensions Party in respect thereof, whether automatic or permissive). All The covenants and agreements contained in this Agreement which that are to be performed prior to the Closing shall terminate on survive only until the Closing Dateat which time all such covenants and agreements shall then terminate, and thereafter no claim shall be made by any Party in respect thereof. The covenants and agreements contained in this Agreement which that are to be performed at (in whole or in part) after the Closing shall terminate thirty survive the Closing in accordance with their terms and until fully performed at which time each such covenant and agreement shall then terminate, and thereafter no claim shall be made by any Party in respect thereof. Notwithstanding any provision to the contrary herein, in the event notice of a claim for indemnification hereunder is given within the applicable survival period, the representation or warranty, covenant or agreement that is ​ the subject of such indemnification claim (30whether or not formal legal action shall have been commenced based upon such claim) days after shall survive with respect to such claim until such claim is finally resolved in accordance with the expiration terms of Article 7. The foregoing limitations shall not apply in the event of any fraud by any Party. Each of the Parties acknowledges and agrees that this Section 9.1 is expressly intended to limit or expand (as applicable) otherwise applicable statute of limitations (including any extensions thereofunder Applicable Law, whether automatic or permissive). Notwithstanding and waives the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to statute of limitations under such time, a Third Party Claim Notice or Direct Claim Notice with respect Applicable Law to the breach shall have been timely delivered to extent such statute of limitations period exceeds or is less than the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth periods described in this Section 10.01 will be irrevocably and unconditionally released and waived9.1.

Survival of Representations and Warranties. The representations and warranties of Abbott, made by Seller and Purchaser contained each Shareholder in this Agreement shall survive the Closing for a period and shall continue in effect until May 31, 2007, except (i) that the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.7, 4.11 shall survive until the sixth anniversary of twelve (12) months following the Closing Date; provided, however that (aii) the representations and warranties of Abbott contained set forth in Section 3.01 (Organization; Standing)Sections 4.10, Section 3.02 (Corporate Authorization) 4.19 and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 4.20 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations with respect to such matters (including and any extensions thereof) and (iii) as to the breach of any representation or warranty as to which a claim is submitted in writing by a Purchaser Indemnitee (as defined herein) within such period and identified as a claim for indemnification pursuant to this Agreement or any Related Document, whether automatic or permissive)in which case such representation and warranty shall survive until the claim is resolved. All covenants Notwithstanding anything to the contrary contained in this Agreement which are Agreement, the obligations of the Seller and Shareholders to indemnify any Purchaser Indemnitee for (a) Excluded Liabilities under Section 9.2(c) or (b) for Losses arising out of or resulting from any fraud or intentional misrepresentation shall survive indefinitely and shall not be performed prior to limited by any applicable statute of limitations. The representations and warranties of the Closing Purchaser shall terminate on as of May 31, 2007. Notwithstanding the Closing Date. The covenants contained right of Purchaser to investigate the Business, assets and financial condition of Seller, and notwithstanding any knowledge obtained or obtainable by Purchaser as a result of such investigation, Purchaser has the unqualified right to rely upon, and have relied upon, each of the representations and warranties made by the Seller and Shareholders in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)pursuant hereto. Notwithstanding the foregoingSeller, each representation, warranty, covenant Shareholder and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to Purchaser acknowledges and agrees that the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably representations and unconditionally released warranties made hereunder by Seller and waivedShareholders are bargained for assurances.

Survival of Representations and Warranties. The Notwithstanding any investigation conducted at any time with regard thereto by or on behalf of Seller or Purchaser, the representations and warranties of Abbott, Seller and Purchaser the parties hereto contained in this Agreement or in any Exhibit or Schedule hereto shall survive the Closing for a period and the consummation of twelve the transactions contemplated hereby (12) months following the Closing Dateand any examination or investigation by or on behalf of any party hereto); provided, however however, that (ai) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing)Sections 3.1, Section 3.02 (Corporate Authorization) 3.2, 3.3 and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations3.6, and the related claims for indemnification, shall survive until the tenth anniversary of the Closing Date; (cii) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing)3.8, Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) the related claims for indemnification, shall survive the Closing until thirty sixty (3060) days after the expiration of the applicable statute of limitations limitations, (including any extensions thereofiii) the representations and warranties contained in Section 3.18, whether automatic and the related claims for indemnification, shall survive until the fifth anniversary of the Closing Date, and (iv) all other representations and warranties, and related claims for indemnification, shall survive until the second anniversary of the Closing Date. No investigation made by or permissive). All on behalf of Purchaser with respect to Seller, or by or on behalf of Seller with respect to Purchaser, shall be deemed to affect Purchaser's or Seller's, as the case may be, reliance on the representations, warranties or covenants made by Seller or Purchaser, as the case may be, contained in this Agreement which are and shall not be a waiver of Purchaser's or Seller's, as the case may be, rights to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedas provided herein.

Survival of Representations and Warranties. The representations and warranties in Sections 2, 3 and 4 of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months one year following the Closing Date; provided, however Date except that (ai) the representations and warranties of Abbott contained in Section 3.01 2M (Organization; Standing), Section 3.02 (Corporate AuthorizationTax Matters) and Section 3.04 (Brokers and Other Advisors), (b) shall survive until the Fundamental Representationsend of the applicable statute of limitations, and (cii) the representations and warranties of Purchaser contained in Section 5.01 Sections 2A (Organization; Standing) (other than the last sentence thereof), Sections 5.02(a) 2B (Capital Stock and Related Matters), 2D (bAuthorization; No Breach) (Corporate other than the second sentence thereof), 3A (Power and Authority), 3B (Authorization; No Breach) (other than the second sentence thereof), 3C (Title to Shares), 4A (Organization), and Section 5.07 4B (Brokers and Other AdvisorsAuthorization; No Breach) (other than the second sentence thereof) shall survive forever; provided, that any representation or warranty in respect of which indemnity may be sought under Section 6B, and the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereofindemnity with respect thereto, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire terminate pursuant to this Section 10.01 if, prior 6A if written notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such time, a Third Party Claim Notice right or Direct Claim Notice with respect to the breach potential right of indemnity shall have been timely delivered given to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to such time. Such written notice is deemed to have been given to Sellers with regard to the expiration matters set forth on Schedule 6A hereto. The representations and warranties in Section 2, 3 and 4 of this Agreement shall survive for the applicable survival period periods set forth in this Section 10.01 will 6A and shall in no event be irrevocably and unconditionally released and waivedaffected by any investigation, inquiry or examination made for or on behalf of any Party, or the Knowledge of any Party's officers, directors, shareholders, employees or agents or the acceptance by any Party of any certificate or opinion hereunder.

Survival of Representations and Warranties. The All representations and warranties that are covered by the indemnification agreements in Section 7.1(a) and Section 7.2(a) of Abbottthis Agreement shall (a) survive the Closing and (b) shall expire on the date which is two (2) years following the Closing Date, Seller except that (i) the representations and Purchaser contained warranties set forth in Sections 2.1, 2.2, 2.3, 3.1 and 3.2 of this Agreement shall survive the Closing for a period of twelve without limitation and (12) months following the Closing Date; provided, however that (aii) the representations and warranties set forth in Sections 2.9, 2.21 and 2.22 of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) this Agreement shall survive until the last to occur of (A) three (3) years following the Closing until Date, or (B) thirty (30) days following expiration of all statutes of limitation applicable to the matters referred to therein. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, 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, then the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice. If the Legal Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved, or is not being actively AGREEMENT AND PLAN OF MERGER pursued by the third 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 funds have been retained in escrow after the expiration Termination Date (as defined in the Escrow Agreement) 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 disburse such retained funds in accordance with the resolution of such matter pursuant to the terms of the applicable statute Escrow Agreement. The rights to indemnification set forth in this Article VII shall not be affected by (i) any investigation conducted by or on behalf of limitations an Indemnified Party or any knowledge acquired (including any extensions thereofor capable of being acquired) by an Indemnified Party, whether automatic before or permissive). All covenants contained in after the date of this Agreement which are to be performed prior to the Closing shall terminate on or the Closing Date. The covenants contained in this Agreement which are , with respect to be performed at the inaccuracy or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including noncompliance with any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive or obligation which is the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third subject of indemnification hereunder or (ii) any waiver by an Indemnified Party Claim Notice or Direct Claim Notice with respect of any Closing condition relating to the breach shall have been timely delivered to accuracy of representations and warranties or the Party against whom such indemnity may be sought in accordance performance of or compliance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably agreements and unconditionally released and waivedcovenants.

Survival of Representations and Warranties. The (a) Subject to the further provisions of this SECTION 7.4, the representations and warranties of Abbott, Seller and Purchaser contained in this Agreement, the Related Documents, or in any certificate or other writing delivered in connection with this Agreement shall survive the Closing for a period of twelve (12) months following the Closing DateDate until April 15, 1999; providedPROVIDED, however HOWEVER, that (ai) the representations and warranties of Abbott contained in Section 3.01 SECTIONS 3.1, 3.2, 3.3, 3.4, 3.21, 4.1, 4.2, 4.3, 4.4, 4A.1, 4A.2 AND 4A.3 (Organization; Standingother than the covenant set forth therein which shall survive in accordance with the second sentence of this SECTION 7.4(a), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, of this Agreement shall survive indefinitely and (cii) the representations and warranties of Purchaser contained in Section 5.01 SECTIONS 3.8 AND 3.20 of this Agreement shall survive the Closing Date until the expiration of any applicable statue of limitations (Organization; Standing), Sections 5.02(athose representations and warranties referenced in the foregoing clauses (i) and (bii), being the "Excluded Representations and Warranties") for Third Party Claims applicable to the matters covered thereby. The covenants and other agreements of the parties contained in this Agreement and the Related Documents (Corporate Authorizationincluding the indemnity provided for in SECTION 7.1(a)(iii) and Section 5.07 (Brokers and Other Advisorsof this Agreement) shall survive the Closing Date until thirty they are otherwise terminated by their terms. The obligations of the Sellers under SECTION 7.1(a)(iv) AND (30a)(v) days after shall survive the Closing Date until the expiration of the any applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior with respect to the Closing matters set forth therein. The obligations of Alliance and the Purchasers under SECTION 7.1(b)(iv) shall terminate on survive the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after Date until the expiration of the any applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period matters set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedtherein.

Survival of Representations and Warranties. The All statements contained in any certificate or other instrument delivered pursuant to this Agreement shall be deemed representations and warranties hereunder by the Party delivering such certificate or instrument. All of the representations and warranties of AbbottPurchaser, Seller SCC and Purchaser the Shareholders contained in this Agreement shall survive the Closing and continue in full force and effect for a period of twelve five hundred and forty (12540) months following days from and after the Closing Date; provided, however however, that (ai) any representation or warranty related to Tax matters shall survive until 30 days from and after the expiration of the applicable Tax statute of limitations; (ii) any representation or warranty related to environmental matters shall survive for a period of five years from and after the Closing Date; (iii) the representations and warranties set forth in Section 3.10 shall survive for a period of two years from and after the Closing Date; (iv) the representations and warranties set forth in Section 3.2 shall survive for a period of five years from and after the Closing Date; and (v) the representations and warranties of Abbott contained the Trust shall survive for only as long as Joseph M. Seigler, Jr. is trustee of the Trust; PROVIDED, HOWEVER, that xxx xxxxxxxxxxxxxxx xxd warranties of Erwin with respect to the Trust shall survive for the applicable periods xxx forth in Section 3.01 clauses (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisorsi), (bii), (iii) the Fundamental Representations, and (civ) of this Section 11.1. The period of survival prescribed by this Section 11.1 is referred to as the "Survival Period." The liabilities of Purchaser, SCC and the Shareholders under their respective representations and warranties will expire as of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute Survival Period for such representations and warranties; provided, however, that such expiration will not include, extend or apply to any representation or warranty, the breach of limitations which has been asserted by (including any extensions thereof, whether automatic i) Purchaser or permissive). All covenants contained SCC in this Agreement which are to be performed prior a written notice to the Closing shall terminate on Shareholders before such expiration, or (ii) the Closing Date. The covenants contained Shareholders in this Agreement a written notice to Purchaser or SCC before such expiration, in each case which are to be performed at or after indicates the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained basis for such claim in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedreasonable detail.

Survival of Representations and Warranties. Except as otherwise set forth in this Section 14, the representations and warranties contained in this Agreement, and the respective indemnification obligations of Seller and Buyer with respect thereto, shall survive the Closing Date for a period of two (2) years. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement Section 4(A) through Section 4(E) and the respective indemnification obligations related thereto shall survive indefinitely. The representations contained in Section 4(K)(Compliance with Legal Requirements), Section 4(L) (Environmental Matters), and Section 4(M) (Taxes) and all covenants related to tax and environmental matters, in each case, with the indemnification obligations with respect thereto shall survive the Closing for a period of twelve Date and remain in full force and effect until ninety (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (3090) days after the expiration of date upon which the Liability to which any such claim may be related is barred by the applicable statute of limitations (including any automatic extensions thereof, whether automatic or permissive). All The indemnification obligations under Section 11(D) (Retained Liability) shall survive indefinitely. With respect to any specific representation, warranty or covenant for which an Buyer shall have delivered a bona fide notice of a claim prior to the termination date for the applicable survival period of such representation, warranty or covenant, and as to which such claim has not been completely and finally resolved prior to such termination date, such representation, warranty or covenant shall be deemed to survive solely for purposes of such claim for the period of time beyond such termination date sufficient to resolve, completely and finally, the claim relating to such representation, warranty or covenant in accordance with this Agreement. Except as otherwise provided in this Section 14, the parties agree that no claims or causes of action may be brought against Seller or Buyer based upon any of the representations and warranties or covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period therefor as set forth in this Section 10.01 will be irrevocably and unconditionally released and waived14.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in If the transactions contemplated by this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; providedare consummated, however that (a) the representations and warranties of Abbott the Seller, Parent and the Buyer contained in Section 3.01 this Agreement and the Ancillary Agreements and any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby shall survive the Closing and remain in full force and effect for 15 months after the Closing Date and then shall terminate (Organization; Standingthe “Indemnity Termination Date”), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) provided that the representations and warranties of Purchaser contained set forth in Section 5.01 3.14, the Seller Fundamental Representations and the Buyer Fundamental Representations (Organization; Standing)collectively, Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsthe “Fundamental Representations”) shall survive the Closing and remain in full force and effect until thirty (30) 60 days after following the expiration of the applicable respective statute of limitations (including any extensions thereof, whether automatic limitations. The covenants and agreements herein or permissive). All covenants contained in this Agreement which hereunder that are required to be performed by any Person prior to the Closing shall terminate on not survive the Closing DateClosing. The covenants contained in this Agreement which and agreements herein or hereunder that are required to be performed at or by any Person after the Closing shall terminate thirty (30) days survive the Closing in accordance with their respective terms until performed. No claim for breach or inaccuracy of any representation, warranty or covenant herein or hereunder may be made after the expiration applicable end of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)survival period therefor. Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect anything to the breach contrary herein, if an Indemnified Person shall have notified in writing its applicable indemnifying party of any alleged breach, claim or potential claim (whether or not formal legal action shall have been timely delivered to the Party against whom commenced on such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or claim) prior to the expiration of the applicable survival time period set forth in Section 8.1, then the representation, warranty or covenant in respect thereof shall survive for purposes of such alleged breach, claim or potential claim, as the case may be, and no such claim or claim in respect thereof shall be barred as an application of this Section 10.01 will 8.1, until the final resolution and satisfaction thereof. If the transactions contemplated by this Agreement are consummated, Article VIII shall be irrevocably and unconditionally released and waivedthe sole remedy available to the Indemnified Persons for all claims other than (a) claims based upon fraud, intentional misrepresentation or intentional breach or (b) claims seeking specific performance.