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 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 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 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 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 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 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 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 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 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 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. 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 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 (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 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 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 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. 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 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. 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 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 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 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 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 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 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 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 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 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, 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. (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 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 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 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 (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 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 contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing DateDate and continue in full force and effect until March 31, 2017; provided, however however, that (a) the representations and warranties made pursuant to Sections 3.1 (Organization of Abbott contained in Section 3.01 (Organizationthe Company; StandingAuthority and Binding Effect), Section 3.02 3.2 (Corporate AuthorizationCapitalization), 3.3 (Subsidiaries), 3.12 (Taxes), 3.17 (Brokers), 4.1 (Organization of Seller; Authority and Binding Effect), 4.2 (Ownership of Company Interests), 4.4 (Brokers), 5.1 (Organization of Buyer; Authority and Binding Effect), 5.4 (Investment Intent), 5.6 (Buyer’s Reliance), 5.7 (Brokers) and Section 3.04 5.8 (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 AdvisorsSolvency) shall survive the Closing Date and continue in full force and effect until thirty twenty-four (3024) days months after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)Closing Date. All covenants and agreements contained in this Agreement herein which are to be performed by their terms contemplate full performance at or prior to the Closing shall terminate on upon the Closing DateClosing. The covenants Each covenant or agreement contained in this Agreement herein which are is to be performed at or by its terms after the Closing Date shall terminate thirty (30) days after survive until the expiration last date for performance of the applicable statute of limitations (including any extensions thereof, whether automatic such covenant or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained as provided 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 10.05Agreement. Any claim not asserted in accordance with this Article X on or prior to the expiration The end date of the applicable survival period set forth for the representations, warranties, covenants and agreements contained herein is herein referred to as the “Survival Expiration Date”. No claim for indemnification relating to the representations, warranties, covenants and agreements contained in this Section 10.01 will Agreement may be irrevocably asserted pursuant to this Agreement unless (a) such claim is asserted in writing on or before the applicable Survival Expiration Date and unconditionally released (b) such claim is made in respect of Damages incurred prior to the applicable Survival Expiration Date or, to the extent arising out of a claim by a third party (including any claim by any Governmental Authority) (a “Third Party Claim”) and waived(x) an Action is commenced or such claim is asserted by such third party in writing prior to the applicable Survival Expiration Date, and (y) such claim is made in respect of Damages reasonably expected to arise in connection with such Third Party Claim.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser contained in this Agreement Agreement, the Company Certificate or Buyer Certificate shall (a) survive the Closing for a period and any investigation at any time made by or on behalf of twelve an Indemnified Party and (12b) months shall expire on the date one year following the Closing Date; provided, however except that (ai) the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 3.1, 3.2 and 3.3 (and the portion of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorizationthe Company Certificate or Buyer Certificate relating thereto) and Section 3.04 (Brokers and Other Advisors), (b) shall survive the Fundamental Representations, Closing without limitation and (cii) the representations and warranties set forth in Sections 2.9 and 2.20 (and the portion of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsthe Company Certificate relating thereto) shall survive the Closing until thirty (30) 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. For purposes solely of this Article VI, all representations and warranties of the Company in Article II and all representations and warranties of Buyer and Transitory Subsidiary in Article III shall terminate on be construed as if the Closing Dateterm "material" and any reference to "Company Material Adverse Effect" and "Buyer Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. The covenants contained in this Agreement which are If an Indemnified Party delivers to be performed at or after the Closing shall terminate thirty (30) days after the an Indemnifying Party, before expiration of the applicable statute of limitations (including any extensions thereof, whether automatic a representation or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement either a Claim Notice based upon a breach of such representation or warranty, or a notice that, as a result a legal proceeding instituted by or written claim made by a third party, the Indemnified Party reasonably expects to incur Damages as a result of a breach of such representation or warranty (an "EXPECTED CLAIM NOTICE"), then such representation or warranty shall survive until, but only for purposes of, the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to resolution of the matter covered by such time, a Third Party Claim Notice notice. If the legal proceeding or Direct Claim Notice written claim with respect to the breach shall have which an Expected Claim Notice has been timely delivered to the Party against whom such indemnity may be sought given is definitively withdrawn or resolved in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration favor of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedIndemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party.

Survival of Representations and Warranties. (a) The representations and warranties of Abbott, the Seller and Purchaser contained in this Agreement, the Securities Purchase Agreement and the NewCo2 Subscription Agreement shall survive the Closing for a period of twelve (12) until the date being 18 months following the Closing (the “End Date”); provided, however however, that (ai) the representations and warranties of Abbott contained in made pursuant to (A) Section 3.01 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.11(b) and Section 3.26 hereof and (Organization; Standing)B) Section 3.01, Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)3.03 of the NewCo2 Subscription Agreement shall survive indefinitely, (b) the Fundamental Representations, and (cii) the representations and warranties made pursuant to Section 3.22 shall survive until 90 days after the expiration of Purchaser contained the relevant statute of limitations for the liabilities in Section 5.01 (Organization; Standing)question, Sections 5.02(a) and (biii) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive insofar as any claim is made by Purchaser Parent or the Purchaser for the breach of any representation or warranty of the Seller contained herein, which claim arises out of allegations of personal injury or property damage suffered by any third party on or prior to the Closing or attributable to activities or omissions that occur on or prior to the Closing, such representations and warranties shall, for purposes of such claim by Purchaser Parent or the Purchaser, survive until thirty (30) calendar days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)governing such claims. All covenants The representations and warranties of the Seller contained in this the TAHM Share Purchase Agreement shall survive the TAHM Closing until the date being 18 months following the TAHM Closing (the “TAHM End Date”); provided, however, that (i) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.03 and Section 3.11 of the TAHM Share Purchase Agreement shall survive indefinitely, (ii) the representations and warranties made pursuant to Section 3.22 of the TAHM Share Purchase Agreement shall survive until 90 days after the expiration of the relevant statute of limitations for the liabilities in question, and (iii) insofar as any claim is made by Purchaser Parent or the Purchaser for the breach of any representation or warranty of the Seller contained therein, which are to be performed claim arises out of allegations of personal injury or property damage suffered by any third party on or prior to the TAHM Closing shall terminate or attributable to activities or omissions that occur on or prior to the Closing Date. The covenants contained in this Agreement which are to be performed at TAHM Closing, such representations and warranties shall, for purposes of such claim by Purchaser Parent or after the Closing shall terminate Purchaser, survive until thirty (30) calendar days after the expiration of the applicable statute of limitations (including any extensions thereofgoverning such claims. Subject to Section 6.06, whether automatic or permissive). Notwithstanding neither the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive period of survival nor 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 liability of the Seller with respect to its representations and warranties shall be reduced by any investigation made at any time by or on behalf of Purchaser Parent or the breach shall have Purchaser. 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 Purchaser Parent or the Purchaser to the Seller, 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 All the provisions of this Agreement will survive the Closing indefinitely notwithstanding any investigation at any time made by or on behalf of any party hereto or the provision of any Supplemental Information pursuant to SECTION 6.07, provided, that the representations and warranties set forth in ARTICLES III, IV and V (including SECTION 4.13(b), (c) and (d)) and in any certificate delivered in connection herewith with respect to any of Abbottthose representations and warranties will terminate and expire on March 30, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided2002, however that (a) except as follows: the representations and warranties of Abbott contained in Section 3.01 UIC or Seller, as the case may be, which relate expressly or by necessary implication to (Organization; Standing), Section 3.02 (Corporate Authorizationi) 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 Taxes or ERISA will survive the Closing until thirty (30) days after the expiration of the applicable statute statutes of limitations (including any extensions thereofall periods of extension and tolling), whether automatic or permissive). All covenants (ii) a breach of the representations and warranties contained in SECTION 4.11 will survive until the third anniversary of the date of this Agreement which are to be performed prior to and (iii) a breach of the Closing shall terminate on representations and warranties contained in SECTION 4.13(a) will survive only until the Closing Date. The covenants contained in this Agreement which are to After a representation and warranty has terminated and expired, no indemnification will or may 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 sought pursuant to this Section 10.01 if, ARTICLE IX on the basis of that representation and warranty by any Person who would have been entitled pursuant to this ARTICLE IX to indemnification on the basis of that representation and warranty prior to such timeits termination and expiration, a Third Party Claim Notice or Direct Claim Notice with respect provided, that, in the case of each representation and warranty that will terminate and expire as provided in this SECTION 9.01, no claim presented in writing for indemnification pursuant to this ARTICLE IX on 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 basis of that representation and warranty prior to the its termination and 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 representations and warranties All 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 made herein shall survive the execution and delivery of Abbott contained in Section 3.01 this Agreement and expire twenty-four (Organization; Standing)24) months after the Closing Date, Section 3.02 except for (Corporate Authorizationa) and Section 3.04 (Brokers and Other Advisors)Sections 3.1 , (b) the Fundamental Representations3.2, 3.4, 3.7, 4.1, 4.2, 4.4, and (c) the 4.5 which representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing)shall survive indefinitely, Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 3.12 , which shall survive until the Closing until thirty later to occur of (30i) days after the expiration lapse of the applicable statute of limitations with respect to the assessment of any Tax to which such representation and warranty related (including any extensions or waivers thereof) and (ii) 60 days after the final administrative or judicial determination of the Taxes to which such representation and warranty relates, whether automatic and no Claim with respect to Section 3.12 may be asserted thereafter with the exception of Claims arising out of any fact, circumstance, action or permissive). All covenants contained in proceeding to which the party asserting such Claim shall have given notice to the other parties to this Agreement which are to be performed prior to the Closing termination of such period of reasonable belief that a tax liability will subsequently arise therefrom. All notices, demands and other communications provided for or permitted hereunder shall terminate on the Closing Datebe made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: - 21 - Transgenomic, Inc. 00000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxx Facsimile: 000-000-0000 with a copy to: Husch Xxxxxxxxx LLP 0000 Xxxxx Xxxxxx; Xxxxx 0000 Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxx, Esq. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty Facsimile: 402-964-5050 and (30b) 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 if to the breach Purchasers: c/o Third Security, LLC 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Facsimile: 000-000-0000 with a copy to: Xxxxxxxx Xxxxxxx LLP Xxxxxxxx Xxxxxxx Building 0000 Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Xxxx Xxxx Xxxxxxxx, Esq. Facsimile: 000-000-0000 All such notices and communications shall be deemed to have been timely duly given when delivered to by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) Business Days after being deposited in the Party against whom such indemnity may be sought in accordance with Section 10.05mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. 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.7.3

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller the Buyer and Purchaser the Sellers contained in this Agreement shall survive the Closing for a period of twelve two (122) months following years after the Closing Date; provided, however however, that (a) the representations and warranties of Abbott contained made in Section 3.01 3.1 (OrganizationOrganization and Qualifications), Section 3.2 (Partnership Interests and Ownership), Section 3.4 (Seller Status; Authority), Section 3.26 (Brokers’ Fees), Section 3.31 (Transaction Bonuses; Debt), Section 4.1 (Organization and Good Standing), Section 3.02 4.2 (Corporate AuthorizationAuthority) and Section 3.04 4.5 (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 AdvisorsBrokers’ Fees) shall survive the Closing until thirty indefinitely; and provided further, however, that the representations and warranties made in Section 3.7 (30Tax Matters) and Section 3.20 (Environmental Matters) shall survive the Closing for a period of three (3) years and sixty (60) 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 following the Closing Date. The covenants contained Notwithstanding the immediately preceding sentence, any representation or warranty in respect of which indemnity may be sought under 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 will survive the time at which it would otherwise expire terminate pursuant to this Section 10.01 if, prior the immediately preceding sentence if written (i) notice of the inaccuracy or breach thereof giving rise to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach right of indemnity and (ii) demand for indemnification 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 the expiration of such time; provided, however, that the applicable survival period set forth representation or warranty will survive only with respect to the particular inaccuracy or breach specified in this Section 10.01 will be irrevocably and unconditionally released and waived.such written

Survival of Representations and Warranties. The Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in respect thereof, each of the representations and warranties of Abbottmade hereunder shall survive the Closing. Except as otherwise provided herein, Seller the representations and Purchaser contained warranties set forth in this Agreement shall survive terminate on the Closing for a period twenty-fourth month anniversary of twelve (12) months following the Closing Date; provided, however except that this time limitation shall not apply to any (ai) claims for breaches of the representations and warranties of Abbott contained in Section 3.01 (4.1 [Organization; Standing)], Section 3.02 (Corporate 4.2 [Authorization], Section 4.3 [No Conflicts or Violations; No Consents or Approvals Required], Section 4.5(a) through Section 4.5(e) [Title to Transferred Assets], Section 4.10 [Brokers and Finders] and Section 3.04 (5.4 [Brokers and Other Advisors)Finders], (b) the Fundamental Representations, and (c) the which 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 period, (including any extensions thereof, whether automatic or permissive). All covenants ii) claims for breaches of the representations and warranties contained in this Agreement Section 4.9 [Taxes], 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 survive until the expiration of the applicable statute of limitations period for the relevant Tax and (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant iii) claims for breaches of representations and agreement warranties contained in this Agreement Section 4.11 [Environmental Matters], which 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 earlier of the breach shall have been timely delivered to fifth anniversary of 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 Closing Date and the expiration of the applicable survival period set forth in this Section 10.01 will statute of limitations period. Following the date of termination of a representation or warranty, no claim can be irrevocably and unconditionally released and waivedbrought with respect to a breach of such representation or warranty, but such termination shall not affect any claim for a breach of a representation or warranty that was asserted before the date of termination.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the Parties contained in this Agreement shall survive Agreement, any certificate delivered pursuant hereto or any Transaction Document (except to the Closing for extent 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 Advisorslonger survival is contemplated thereby) shall survive the Closing through and including the later to occur of (x) March 31, 2016 or (y) the date on which consolidated audited financial statements of the Company and each Acquired Entity for the fiscal year ending December 31, 2014 have been prepared and delivered to the Investors (or, if different, the holders of the Company as of such date); provided, however, that all Fundamental Provisions shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations limitation (including in each case, the “Survival Period”); provided, however, that any extensions thereofobligations under Section 9.2(a)(i) shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying party in accordance with Section 9.3(a) before the termination of the applicable Survival Period; provided, whether automatic further, that in no case under this Article IX or permissive)otherwise in connection with this Agreement shall the damages of either Investor to the other Investor or its Indemnified Persons, or vice versa, hereunder include any Excluded Damages. All Any covenants of the Parties contained in this Agreement which are to be performed that required performance prior to the Closing Date shall terminate on survive the Closing Datethrough and including the later to occur of (x) March 31, 2016 or (y) the date on which consolidated audited financial statements of the Company and each Acquired Entity for the fiscal year ending December 31, 2014 have been prepared and delivered to the Investors (or, if different, the holders of the Company as of such date). The All other covenants contained in this Agreement which are herein to be performed at or after the Closing shall terminate thirty (30) days after the expiration of survive until fully performed by 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 Party required to this Section 10.01 if, prior to perform 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 waivedcovenant.

Survival of Representations and Warranties. (i) The Parties, intending to shorten the applicable statute of limitation period, agree that all representations and warranties of AbbottSeller, Seller NRM and Purchaser each Company contained in Section 5 of this Agreement shall will survive the Closing for a period of twelve eighteen (1218) months following the Closing DateDate (or, in the case of termination, the effective date of such termination); provided, however except that (a) the representations and warranties of Abbott contained in Section 3.01 5(a) (Organization; Standing), Section 3.02 5(b) (Corporate AuthorizationAuthorization of Transactions), Section 5(c) (No Conflict or Violation); Section 5(d) (Consents and Approvals), Section 5(f) (Capitalization), Section 5(g) (Brokers’ Fees), Section 5(m) (Legal Compliance; Permits) and Section 3.04 5(gg) (Brokers and Other Advisors)collectively, (b) the “Seller Fundamental Representations”) will survive the Closing Date indefinitely, and (c) the representations and warranties of Purchaser contained made in Section 5.01 5(n) (Organization; StandingTaxation), Sections 5.02(a) and (bSection 5(y) (Corporate AuthorizationEmployees) and Section 5.07 5(z) (Brokers Employee Benefits) (collectively, the “Tax and Other AdvisorsERISA Representations” and together with Seller Fundamental Representations, the “Seller Excluded Representations”) shall will survive the Closing Date (or, in the case of termination, the effective date of such termination) until thirty sixty (3060) days after following the expiration of the all applicable statute statutes of limitations (including without giving effect to any extensions thereofwaiver, whether automatic or permissiveextension thereof by a Company when owned by Buyer). All covenants and agreements made by Seller, NRM or either Company contained in this Agreement which are to be performed prior to that by their nature contemplate survival beyond the Closing shall terminate on the Closing Date. The covenants contained in Date or termination 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 indemnification obligations of the applicable survival period Seller set forth in this Section 10.01 10) will survive the Closing Date (or, in the case of termination, the effective date of such termination) until fully performed or discharged. Any Claim by Buyer for a breach of a representation, warranty or covenant by Seller, NRM or either Company contained in this Agreement must be irrevocably and unconditionally released and waiveddelivered to Seller in writing prior to the applicable expiration date set forth in this Section 10(a). Notwithstanding the foregoing or anything contained herein to the contrary, any Claim by Buyer based on Seller’s, NRM’s or either Company’s intentional misrepresentation, willful breach or fraud will survive indefinitely.

Survival of Representations and Warranties. The Subject to the further provisions of this Section 7.5, the respective representations and warranties of Abbott(a) each of the Company Principals, Seller AOL and the Purchaser contained set forth in this Agreement Sections 3.1, 3.2 and 3.3, respectively, shall survive the Closing for a period of twelve Effective Time until eighteen (1218) months following the Closing Date; provided, however except that the representations and warranties contained in (ai) Sections 3.1(h), 3.2(a), and 3.2(c) shall not so terminate but shall survive the Closing indefinitely and (ii) Section 3.1(o) shall not so terminate but shall survive the Closing until the applicable statute of limitations shall have expired with respect to all matters referenced therein and (b) the Company shall be deemed to be conditions to the Closing and shall not survive the Closing and shall cease and terminate upon the Closing and shall be of no further force or effect thereafter. 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 Purchaser or the Shareholder 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 Company contained in this Agreement which (including, without limitation, the Company Disclosure Schedule) (i) are to be performed prior being given by the Company on behalf of the Shareholder and for the purpose of binding the Shareholder to the Closing shall terminate on terms and provisions of this Article VII and the Closing Date. The covenants contained in Escrow Agreement, and as an inducement to Purchaser and Acquisition Sub to enter into this Agreement which and to approve the Merger (and the Company acknowledges that Purchaser and Acquisition Sub have 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 Indemnified Persons and each of limitations them. Accordingly, no third party (including including, without limitation, the Shareholder) or any extensions other holder of Company Common Stock or anyone acting on behalf of any thereof) other than the 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 Company or 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 Surviving Corporation 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 Vil 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 All representations and warranties of Abbottmade by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and shall expire fifteen months from the Closing Date, Seller except (i) as to any matter which is based upon willful fraud by the indemnifying party, with respect to which the representations and Purchaser contained warranties set forth in this Agreement shall survive expire only upon expiration of the Closing for a period applicable statute of twelve limitations; (12ii) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott the Seller contained in Section 3.01 4.7 hereof (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 (30) days after expire on the expiration of the applicable statute of limitations limitations; (including any extensions thereofiii) that the Buyer's obligations with respect to all obligations and liabilities assumed by Buyer shall survive until such obligations and liabilities have been paid, whether automatic performed or permissive). All discharged in full; (iv) that the Seller' obligations with respect to all obligations and liabilities not assumed by the Buyer shall survive until such obligations and liabilities have been paid, performed or discharged in full; and (v) the covenants contained and agreements in this Agreement which are Section 7 shall continue in full force and effect until fully discharged. No claim or action for indemnity pursuant to Sections 7.2 or 7.3 hereof for breach of any representation or warranty shall be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to 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 this Section 10.01 if, the preceding sentence except for claims made in writing prior to such timeexpiration and actions (whether instituted before or after such expiration) based on any claim made in writing prior to such expiration, a Third Party Claim Notice or Direct Claim Notice in which case the subject of such claim shall survive with respect to such claim or dispute until the breach final resolution thereof. All representations and warranties, covenants, and agreements shall have been timely delivered to the Party against whom such indemnity may also survive and be sought in accordance with Section 10.05. Any claim unaffected by (and shall not asserted in accordance with this Article X be deemed waived by) any investigation, audit, appraisal, or inspection at any time made by or on or prior to the expiration behalf of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedany party hereto.

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 of the representations and warranties of Abbott, Seller and Purchaser contained made by any Party in this Agreement Agreement, its Disclosure Letter or any certificates or documents delivered hereunder, shall survive the Closing Date and consummation of the transactions contemplated hereby and will continue for a period of twelve eighteen (1218) months following the Closing Date, at which time they shall expire; provided, however however, that (a) such expiration shall have no effect on any notice of claim made prior to such expiration with respect to any breach of such representation or warranty occurring prior to such expiration and set out in such notice of claim; and provided further, that the representations and warranties of Abbott UCFC and the Company contained in (i) Section 3.01 3.1 (OrganizationOrganization and Good Standing; No Subsidiaries), Section 3.3 (Authorization; Binding Obligations), Section 3.10 (Title; Sufficiency of Assets), Section 3.18 (Company Capitalization), Section 3.21 (Brokers), Section 4.1 (Organization and Good Standing), Section 3.02 4.2 (Corporate Ownership), Section 4.3 (Authorization; Binding Obligations) and Section 3.04 4.6 (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 AdvisorsBrokers) shall survive the Closing Date indefinitely and not terminate, and (ii) Section 3.17 (Taxes) shall survive the Closing Date until thirty (30) days after the expiration of the applicable statute of limitations (limitation, including any suspensions, tollings or extensions thereof; provided, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing however, that any such expiration shall terminate have no effect 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 notice 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, claim made prior to such time, a Third Party Claim Notice or Direct Claim Notice expiration with respect to the any breach of such representation or warranty occurring prior to such expiration and set out in such notice of claim. No Indemnified Party shall have be entitled to indemnification for breach of any such surviving representation and warranty unless a notice of claim of such breach has been timely delivered given to the Indemnifying Party against whom within the period of survival of 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 representation and warranty as set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedherein.

Survival of Representations and Warranties. The All of Buyer’ representations and warranties of Abbott, Seller and Purchaser contained in this Agreement or in any Operative Document, and all of Sellers’ representations and warranties in this Agreement, in any Operative Document, or in any instrument delivered pursuant hereto or thereto, shall survive the Closing for a period of twelve Date and continue until the date which is twenty-four (1224) months following after the Closing Date; provided, however however, that (ai) any Claim based on fraud or intentional misrepresentation shall survive indefinitely, (ii) any Claim for violation of the representations and warranties of Abbott contained set forth in Section 3.01 Sections 6.10 (Organization; Standing“Taxes and Audits”), Section 3.02 6.14 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors“Employee Benefits”), 6.23 (b) the Fundamental Representations“Regulatory and Employee Safety Matters”), and 6.25 (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“Environmental Matters”) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations applicable to any Claim or right of action related thereto, (including any extensions thereof, whether automatic or permissive). All iii) the covenants and agreements 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 Operative Documents to be performed at or after the Closing shall terminate thirty Date will survive until fully performed in accordance with their terms, or until this Agreement has been terminated in accordance with its terms; (30iv) days after the expiration of any Claim for indemnity asserted pursuant to Section 8.02 shall, if made within the applicable statute of limitations time period set forth above with respect to an accrued Liability, survive until fully resolved; (including v) any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained Claim with respect to a matter described in this Agreement Section 8.02(b)(G) hereof shall survive the time at which it would otherwise expire indefinitely; and (vi) any dispute asserted by a Seller to any Pre-Closing Adjustments pursuant to this Section 10.01 if5.06(c)(iv) hereof shall survive only until twelve (12) months following the Closing. No Claim for indemnity may be asserted under Section 8.02 unless notice of such Claim is given to Seller or Buyer, as the case may be, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to appropriate period(s) specified in 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 waivedpreceding sentence.

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 from the Merger Effective Date (12) months following which date is hereinafter called the Closing "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 (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 6.26 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 (ii); (iii) solely for the 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), (iv) the representations and warranties which serve as a basis for the indemnity obligations of STOCKHOLDERS under Sections 5.02(a12.2(a) and (b) shall survive the Merger Effective Date, without limitation; (Corporate Authorizationv) and the indemnity obligations of the STOCKHOLDERS under Section 5.07 (Brokers and Other Advisors12.2(c) shall survive for a period of three years from the Closing until thirty Merger Effective Date; and (30vi) days after solely for the expiration purposes of Section 12.3(iv) hereof, and solely to the applicable statute extent that STOCKHOLDERS actually incur 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 limitations (including any extensions thereofthree years from the Merger Effective Date, whether automatic or permissive). All covenants contained in this Agreement which are shall be deemed to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in Expiration Date for purposes of this Agreement which are to be performed at or after the Closing shall terminate thirty clause (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissivevi). 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 All representations and warranties of Abbott, Seller and Purchaser contained that are covered by the indemnification agreement in this Agreement Section 5.1(a) shall (a) survive the Closing for a period of twelve and (12b) months following the Closing Date; providedshall expire at 9:00 a.m. eastern standard time on December 30, however 2010, 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 Authorization2.2, 2.3 and 2.4(a) and Section 3.04 (Brokers and Other Advisors), (b) 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 5.02(a) 2.9 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 2.23 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 a Responsible 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 (including any extensions thereof, whether automatic claims arising from or permissive). All covenants contained in this Agreement which are to be performed prior related to the Closing shall terminate on matter covered by such notice. If the Closing Date. The covenants contained in this Agreement which are to be performed at legal proceeding 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 written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the breach Indemnified Party, then the Indemnified Party shall promptly so notify the Responsible Party; and if the Buyer has delivered a copy of the Expected Claim Notice to the Escrow Agent and funds have been timely delivered retained in escrow after the Termination Date (as defined in the Escrow Agreement) with respect to such Expected Claim Notice, the Member Representative and the Buyer shall promptly deliver to the Party against whom Escrow Agent a written notice executed by both parties instructing the Escrow Agent to disburse such indemnity may be sought retained funds to the Indemnifying Members in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration terms of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedEscrow Agreement.

Survival of Representations and Warranties. The several representations and warranties of Abbott, Seller and Purchaser the parties contained in this Agreement shall or in any instrument delivered pursuant hereto will survive the Closing Date and will remain in full force and effect thereafter for a period of twelve one (121) months following year from the Closing Date; provided, however except that (ai) the representations and warranties of Abbott contained set forth in Section 3.01 (Organization; Standing)SECTIONS 3.01, Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)3.02, 3.06 AND 4.01 shall survive without limitation, (b) the Fundamental Representations, and (cii) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing)SECTIONS 3.16, Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) AND 3.20 shall survive the Closing until thirty (30) 90 days after the expiration of the applicable statute statutes of limitations limitations, and (including iii) the representations and warranties contained in Section 3.19 shall survive until the fifth anniversary of the Closing Date; PROVIDED, HOWEVER, that such representations or warranties shall survive beyond such period with respect to any extensions inaccuracy therein or breach thereof, whether automatic or permissive)notice of which shall have been duly given within such applicable period in accordance with SECTION 8.01(D) hereof. All covenants Anything to the contrary contained in this Agreement which are ARTICLE 8 notwithstanding, no party shall be entitled 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 (30recover under SECTIONS 8.01(A)(i) days after the expiration of AND 8.01(B)(i) from the applicable statute parties unless and until the total of limitations (including any extensions thereof, whether automatic all Claims for indemnity 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 damages with respect to any inaccuracy or breach of any such representations or warranties exceeds $750,000 (the breach "INDEMNIFICATION THRESHOLD"), at which point such Indemnifying Party shall be responsible for all indemnifiable damages that have been timely delivered arisen in excess of $375,000 and may arise thereafter, irrespective of the Indemnification Threshold (it being understood) that indemnifiable damages shall accumulate until such time as they exceed the Indemnification Threshold, whereupon the party to be indemnified shall be entitled to seek indemnification for the full amount of such damages, in excess of $375,000). In any event no party shall be entitled to recover under SECTIONS 8.01(A) AND 8.01(B), respectively, from the other more than an amount in the aggregate equal 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 waivedEscrow Amount.

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 from the Closing DateDate and shall expire thereafter; provided, however however, that (a) the representations and warranties of Abbott the Seller contained in (i) Section 3.01 5.1 (Organization; StandingAuthority; Qualification; Capitalization), Section 3.02 5.2 (Corporate AuthorizationNo Conflict), the second and third sentences of Section 5.6(a) (Properties) and Section 3.04 5.15 (Brokers Brokers) (collectively, the “Seller Fundamental Representations”) shall survive the Closing indefinitely; and Other Advisors(ii) Section 5.8 (Environmental Matters), Section 5.9 (b) the Fundamental RepresentationsFDA and Regulatory Matters), and paragraphs (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (bd) of Section 5.10 (Corporate AuthorizationEmployee Benefits) and Section 5.07 5.11 (Brokers and Other AdvisorsTax Matters) (collectively, the “Seller Statutory Representations”) shall survive the Closing until thirty ninety (3090) 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). 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 matters covered therein; provided, further, that such representations or warranties shall survive beyond the period stated in the foregoing proviso with respect to (but only with respect to) any inaccuracy therein or breach thereof, notice of which shall have been timely delivered to the Party against whom such indemnity may be sought duly given in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or Sections 12.4 and 12.5 prior to the expiration of the applicable survival period set forth period. The covenants and agreements of the Parties contained in this Section 10.01 will Agreement shall survive indefinitely unless the covenant or agreement specifies a term, in which case such covenant or agreement shall survive for such specified term and thereafter until ninety (90) days following the expiration of the applicable statutes of limitations with respect to the matters covered therein. No claim for indemnification in respect of any breach of or inaccuracy in any warranty or representation, or any breach or failure to perform any covenant or agreement, contained in this Agreement may be irrevocably and unconditionally released and waivedmade after the respective date on which such representation, warranty, covenant or agreement ceases to survive as described above.

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 parties shall be entitled to rely upon the representations and warranties of Abbott, Seller and Purchaser contained the other parties set forth in this Agreement Agreement, and the obligations of the parties with respect thereto shall survive the Closing and the recording of the Real Property Deeds, whether or not any party relied on such representations and warranties or had knowledge, acquired either before or after the date hereof, from its own investigation or otherwise, of any fact at variance with any of such representations and warranties, or any breach thereof. Such representations and warranties shall be effective from and after the date of this Agreement and shall survive for a period of twelve eighteen (1218) months following after the Closing Date; provided, however however, that (ai) the representations and warranties set out in the following portions of Abbott contained in the Representations Exhibit shall survive indefinitely: Section 3.01 2(a) (Organization; StandingLegal Existence and Authority), Section 3.02 2(b) (Corporate Due Authorization), Section 2(i) (Taxes), Section 2(j) (Title to Non-Real Property Assets), the first and fourth sentences of Section 2(k) (The Real Property), the second, fifth and sixth sentences of Section 2(n) (Intellectual Property), Section 2(v) (Environmental, Health and Safety Matters), Section 3(a) (Legal Existence and Authority) and Section 3.04 3(b) (Brokers and Other AdvisorsDue Authorization), (b) the Fundamental Representations, and (cii) the representations and warranties set out in the following portions of Purchaser contained in the Representations Exhibit shall survive for the period of the statute of limitations applicable to the subject matter thereof: Section 5.01 (Organization; Standing), Sections 5.02(a) and (b2(t) (Corporate AuthorizationPersonnel Matters) and Section 5.07 2(u) (Brokers Compliance with Law; Payments and Other Advisors) shall survive Boycotts). Except to the Closing until thirty (30) days after the expiration extent that any covenants and agreements of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants parties contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The or in any Transaction Document have expired or terminated in accordance with their terms, such 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 agreements shall survive the time at which it would otherwise expire indefinitely. No party providing indemnification pursuant to this Section 10.01 ifArticle VIII (an "Indemnitor") for any misrepresentation in, prior or breach of, any representation or warranty shall be obligated to provide such time, a Third Party Claim Notice or Direct Claim Notice with respect to indemnification unless the breach shall have been timely party seeking indemnification hereunder (the "Claimant") has delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any written notice of its claim not asserted in accordance with this Article X on or for indemnification prior to the expiration date of the applicable survival period set forth in this Section 10.01 will relevant representation or warranty, provided, however, that any claim for indemnification for which a notice has been given on or before the relevant expiration date may continue to be irrevocably asserted and unconditionally released and waivedindemnified against until finally resolved.

Survival of Representations and Warranties. The (a) Subject to Section 9.2(b), (i) except as set forth in Schedule 9.2(a)(i), the representations and warranties of Abbottthe Company set forth in Section 3.14 (Intellectual Property) (collectively, Seller and Purchaser contained in this Agreement the “Intellectual Property Reps”) shall survive until the Closing for a period [***] anniversary of twelve (12) months following the Closing Date; provided, however that (aii) (A) the representations and warranties of Abbott contained the Company set forth in Section 3.01 3.1 (Organization; Standing), Section 3.02 3.2 (Corporate Authorization) Capitalization), Section 3.3 (Authority), Section 3.10 (Taxes), and Section 3.04 3.26 (Brokers and Other Advisors)or Finders) (collectively, (b) the “Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(aReps”) and (bB) claims for indemnification of Damages based upon the breach of any covenant or obligation (Corporate Authorization) and including the indemnifiable matters set forth in Section 5.07 (Brokers and Other Advisors9.1(a)(ii)—Section 9.1(a)(vi)) shall each survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations plus sixty (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 (3060) days after or, if no such statute of limitations is applicable, the expiration of the applicable statute of limitations under Delaware Law for a personal action based on a promise (including any extensions thereof, whether automatic or permissive10 Del. C. § 8106(a). Notwithstanding ); (iii) the foregoing, each representation, warranty, covenant other representations and agreement contained warranties of the Company set forth in this Agreement Article III shall survive until the time at which it would otherwise expire pursuant [***] anniversary of the Closing; and (iv) and the obligation to this Section 10.01 ifindemnify the Indemnified Parties for any Designated Matter shall survive for the period set forth on Schedule 9.1; provided, prior however, that if a Notice of Claim relating to such time, a Third Party Claim Notice any representation or Direct Claim Notice with respect warranty set forth in Article III or the obligation to indemnify the Indemnified Parties for any Designated Matter is given 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 Securityholders’ Representative on or prior to the applicable expiration date of such representation or warranty, then, notwithstanding anything to the applicable survival period set forth contrary contained in this Section 10.01 will be irrevocably 9.2, such representation or warranty shall not expire with respect to such claim, but rather shall remain in full force and unconditionally released effect until such time as such claim has been fully and waivedfinally resolved. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Survival of Representations and Warranties. The All Buyer, Seller and Shareholder representations and warranties of Abbott, Seller and Purchaser contained in this Agreement or any other agreement, schedule, certificate, instrument or other writing delivered by Buyer, Seller or Shareholder in connection with this transaction shall survive the Closing for a period of twelve eighteen (1218) months following after the Closing Date; provided. If a party hereto determines that there has been a breach by any other party hereto of any such representation or warranty and notifies the breaching party in writing reasonably promptly after learning of such breach, however that such representation or warranty and liability therefor shall survive with respect to the specified breach until such breach has been resolved, but no party shall have any liability after such eighteen (a18) the representations and warranties of Abbott contained month period for any matters not specified in a writing delivered within such eighteen (18) month period. Notwithstanding any term in this Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors)9.1, (bi) 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 shall be the survival period for any matter relating to (including any extensions thereof1) fraud or willful, whether automatic intentional or permissive). All covenants contained reckless misrepresentation or willful omission of a material fact in connection with this Agreement which are or the Acquisition Agreements and the transactions contemplated hereby or thereby, (2) any liability relating 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 personal injury, or after the Closing shall terminate thirty (303) days after the expiration any alleged or actual violation of the applicable statute representations and warranties made in any of limitations the following sections of this Agreement: Section 4.19 - “Taxes”, and (including ii) the survival period for all covenants and any extensions thereof, whether automatic alleged or permissive). Notwithstanding actual violation of the foregoing, each representation, warranty, covenant representations and agreement contained warranties made in any of the following Sections of this Agreement shall survive the time at which it would otherwise expire pursuant to this indefinitely: contained in Section 10.01 if4.1 “Organization, prior to such timeGood Standing and Qualification”, 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 4.2 “Authorization; Binding Obligation”, Section 10.01 will be irrevocably 4.6 “Ownership; No Subsidiaries”, Section 5.1 “Organization, Good Standing and unconditionally released Qualification” and waivedSection 5.2 “Authorization; Binding Obligation”.

Survival of Representations and Warranties. (a) The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement the Acquisition Documents shall survive the Closing for a period until the eighteenth (18th) month anniversary of twelve (12) months following the Closing DateClosing; provided, however however, that (ai) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing)made pursuant to Sections 3.01, Section 3.02 (Corporate Authorization) 3.15 and Section 3.04 (Brokers and Other Advisors)3.26 shall survive indefinitely, (b) the Fundamental Representations, and (cii) the representations and warranties dealing with Tax matters shall survive until ninety (90) days after the expiration of Purchaser contained the relevant statute of limitations for Taxes described in Section 5.01 3.22 of this Agreement, and (Organization; Standingiii) the representations and warranties made pursuant to Sections 3.05(b), Sections 5.02(a) 3.06, 3.11 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 3.18 shall survive the Closing until thirty ninety (3090) days after the expiration of the applicable statute of limitations (including any extensions thereofthe representations and warranties referred to in Section 8.01(a)(i), whether automatic or permissive(ii) and (iii) being referred to herein as, the “Specified Representations”). All covenants contained in this Agreement which are to be performed prior to Neither the Closing shall terminate on period of survival nor 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 liability 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 Seller with respect to the breach Seller’s representations and warranties shall have be reduced by any investigation made at any time by or on behalf of Purchaser or by reason of any knowledge of Purchaser or any of its Affiliates or representatives with respect thereto or of any waiver by Purchaser of any condition hereunder. If written notice of a claim has been timely delivered given by Purchaser 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 Seller prior to the expiration of the representations and warranties’ applicable survival period set forth period, then, notwithstanding anything to the contrary contained in this Section 10.01 will be irrevocably 8.01(a), the relevant representations and unconditionally released and waivedwarranties shall survive as to such claim (including any indemnification claim asserted by any Purchaser Indemnified Party under Section 8.02), until such claim has been finally resolved.

Survival of Representations and Warranties. The Except for the representations and warranties of Abbottcontained in Article 13, Seller all representations and Purchaser contained warranties made by Sellers and IP Sellers in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided18 months, however except that (a) the representations and warranties of Abbott contained set forth in Section 3.01 Sections 5.1 (Organization; StandingOrganization and Qualification), Section 3.02 5.2 (Corporate AuthorizationAuthority), 5.3 (Enforceability), 5.8(c) and Section 3.04 (Title to Assets; Sufficiency of Assets), 5.20 (Brokers and Other Advisorsor Finders), 5.22(f) (bAssets of IP Sellers), and 7.16 (Removal of Guarantees) (together with Section 5.12 (Taxes), the "Fundamental Representations, ")) shall survive the Closing indefinitely and (c) the representations and warranties of Purchaser contained set forth in Section 5.01 5.12 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTaxes) shall survive the Closing until thirty (30) days after the expiration of the applicable statute statutes of limitations (including giving effect to any extensions or waivers thereof), whether automatic or permissive)plus sixty (60) days. All covenants contained in this Agreement which are Any claim for indemnification with respect to any of such matters that is not asserted by notice given as herein provided within such specified period of survival may not be performed prior to the Closing shall terminate on the Closing Datepursued. The covenants contained in this Agreement which are to Any indemnity claim asserted within such period of survival will 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 timely made for purposes hereof 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 to such time, the terms hereof. 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 time period is set forth in this Section 10.01 Agreement (in which event such specified period will control), the covenants and obligations of Sellers, IP Sellers, and Buyer herein will survive the Closing indefinitely. The representations and warranties in this Agreement and the Schedules attached hereto shall in no event be irrevocably and unconditionally released and waivedaffected by any investigation, inquiry or examination made for or on behalf of Buyer or Sellers or IP Sellers, or the knowledge of any of Buyer's or Sellers' or IP Sellers officers, directors, shareholders, employees or agents or the acceptance by Buyer or Sellers or IP Sellers of any certificate or opinion hereunder.

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 one (1) year 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, 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 5.02(a) 2.8 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 2.16 shall survive the Closing until thirty (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 of limitations (including any extensions thereofrepresentation or warranty shall survive until, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to but only for purposes of, 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 resolution of the applicable statute of limitations (including any extensions thereof, whether automatic matter covered by such notice. If the legal proceeding 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 written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the breach 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 Stock have been timely delivered retained in escrow after the 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 Party against whom Escrow Agent a written notice executed by both parties instructing the Escrow Agent to disburse such indemnity may be sought retained Escrow Stock to Parent in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration terms of the applicable survival period Escrow Agreement. The rights to indemnification set forth in this Section 10.01 will Article VII shall not be irrevocably affected by (i) any investigation conducted by or on behalf of an Indemnified Party or (ii) any waiver by an Indemnified Party of any closing condition relating to the accuracy of any representations and unconditionally released warranties or the performance of or compliance with agreements and waivedcovenants, provided notwithstanding clauses (i) and (ii) above, no Indemnified Party shall be entitled to indemnification under this Article VII for or in respect of any inaccuracy in any representation or warranty that is shown by clear and convincing evidence to have been actually known to such Indemnified Party as of the Closing Date.

Survival of Representations and Warranties. The All of the representations and warranties and pre-Closing covenants of Abbott, Seller and Purchaser contained the parties set forth in this Agreement or in any schedules or exhibits attached hereto or in any writing delivered by any party to another party in connection with this Agreement shall survive the Closing, and all liability for indemnification with respect to any inaccuracy or breach of such representations, warranties and pre-Closing for a period of twelve covenants, shall continue in full force and effect until 11:59 p.m. (12New York City time) on the date that is eighteen (18) months following after the Closing Date; provideddate hereof. Notwithstanding the foregoing, however that (a) the representations and warranties of Abbott contained set forth in (a) Section 3.01 4.18 (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 continue in full force and effect until 11:59 pm (New York City time) on the Closing until thirty date that is sixty (3060) days after the expiration of the applicable statute of limitations for the assessment of the applicable Tax and (including any extensions thereofb) Section 3.2 (Authorization and Enforceability), whether automatic or permissiveSection 3.3 (Ownership). All covenants contained , Section 3.7 (No Brokers), Section 4.1, (Organization and Power), Section 4.3 (Capitalization), and Section 4.20 (No Brokers) (collectively, the “Fundamental Representations”) shall continue in this Agreement which are to be performed prior to full force and effect until 11:59 pm (New York City time) on the Closing shall terminate on seventh (7th) anniversary of the Closing Date. The covenants contained ; provided, that any representation or warranty in this Agreement respect of which are to indemnity may be performed at or after sought under Section 9.2 below, and the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereofindemnity with respect thereto, 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 9.1 if notice reasonably specifying 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 party against whom such indemnity may be sought prior to such time (regardless of when the Losses in respect thereof may actually be incurred) in accordance with Section 10.05the terms of this Agreement. Any claim not asserted The parties acknowledge that indemnification hereunder with respect to the breach of any post-Closing covenant or agreement contained herein shall expire in accordance with their respective terms or if no such term is stated indefinitely. The indemnification provided under this Article X Agreement shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any party, or prior to the expiration knowledge of any party’s officers, directors, equityholders, employees or agents or the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedacceptance by any party of any certificate hereunder.

Survival of Representations and Warranties. The All representations and warranties of Abbott, Seller and Purchaser contained in this Agreement Agreement, the Seller Disclosure Schedule and the Transaction Agreements and any right to indemnification with respect thereto, shall survive the Closing for a period consummation of twelve the transactions contemplated hereby, and continue until 11:59 p.m. Texas time on the date that is one (121) months year following the Closing Date and shall then terminate (the “Rep Termination Date”); providedprovided that if any Claim for indemnification is properly asserted in accordance with this Agreement prior to the Rep Termination Date, however that the representations and warranties on which any such Claims are based shall continue in effect solely with respect to and without expansion of such Claim until final resolution of any such Claim. Notwithstanding the foregoing, (ai) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standinga) Sections 3.1 (“Incorporation, Etc. of Seller”), Section 3.02 3.2 (Corporate “Authorization) ”), 3.3 (“Execution and Section 3.04 Binding Effect”), 3.5 (“No Violation”), 3.10 (“Transferred Assets Generally”), 3.11 (“Sufficiency of Assets”), and 3.18 (“Brokers and Other AdvisorsFinders”) of this Agreement (collectively, the “Seller Fundamental Representations”), ; and (b) Sections 4.1 (“Incorporation, Etc. of Buyer”), and 4.2 (“Authorization”) of this Agreement (collectively, the “Buyer Fundamental Representations”), and any right to indemnification with respect thereto, shall survive the consummation of the transactions contemplated hereby and continue until 11:59 p.m. Texas time on the date that is seven (c7) years following the Closing Date and shall then terminate claim (the “Fundamental Rep Termination Date”); (ii) the representations and warranties of Purchaser contained in Section 5.01 3.20 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors“Tax Matters”) shall survive the Closing until thirty sixty (3060) days after following the expiration of the applicable federal, state, local or foreign statute of limitations applicable to the underlying claim (including any extensions thereof, whether automatic or permissivethe “Tax Rep Termination Date”). All covenants ; and (iii) the representations and warranties contained in this Agreement which are to be performed prior to Section 3.13 shall survive for a period of two (2) years following the Closing shall terminate on Date (the Closing “IP Rep Termination 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 ”); provided that if 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 for indemnification is properly asserted in accordance with this Article X on or Agreement prior to the expiration Fundamental Rep Termination Date, the Tax Rep Termination Date, or the IP Rep Termination Date, as the case may be, the representations and warranties on which any such Claims are based shall continue in effect solely with respect to and without expansion of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedsuch Claim until final resolution of any such Claim.

Survival of Representations and Warranties. The ------------------------------------------ representations and warranties of Abbott, Seller and Purchaser the parties hereto contained in this Agreement or in any writing delivered pursuant hereto or at the Closing shall survive the Closing for a period execution and delivery of twelve (12) months following this Agreement and the Closing Dateand the consummation of the transactions contemplated hereby (and any examination or investigation by or on behalf of any party hereto) until the date 18 months after the Closing Date (except for claims in respect thereof pending at such time, which shall survive until finally resolved or settled); provided, however however, that (a) the representations -------- ------- and warranties of Abbott contained in Section 3.01 Sections 3.1, 3.2, 3.3, 3.11, 3.13 (Organization; Standingin so far as it applies to Environmental Matters), Section 3.02 (Corporate Authorization) 5.1, 5.2, 5.3 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) 5.4 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including limitations. No Action may be commenced with respect to 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 or agreement contained in this Agreement Agreement, or in any writing delivered pursuant hereto, unless written notice, setting forth in reasonable detail the claimed breach thereof, shall survive the time at which it would otherwise expire be delivered pursuant to this Section 10.01 if11 to the party or parties against whom liability for the claimed breach is charged on or before the termination of the survival period specified in Section 10 for such representation, prior warranty, covenant or agreement. In the event that the Shareholders shall be required to such time, a Third Party Claim Notice or Direct Claim Notice indemnify the Buyer with respect to this Agreement, the breach shall have been timely delivered Shareholders may elect to pay such indemnified amounts in cash or in shares of NDI Common Stock (at fair market value on 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 date of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedpayment).

Survival of Representations and Warranties. The respective representations and warranties of Abbott, Seller Sellers and Purchaser contained pursuant to this Agreement or any schedule, instrument or certificate delivered in connection with this Agreement shall survive the Closing until the date that is twelve months after the Closing Date, except in the case of the representations and warranties contained in (a) Section 2.1(c), to the extent such representations and warranties relate to title of the Shares, which shall survive for a period of twelve (12) months six years following the Closing Date; provided, however (b) Section 2.1(p), which shall survive for a period of three years following the Closing Date and (c) Section 2.1(m)(xvi), which shall survive indefinitely. Notwithstanding anything to the contrary contained in this Agreement, Sellers and Purchaser acknowledge and agree that (a) the representations and warranties of Abbott contained in Section 3.01 clauses (Organization; Standing), Section 3.02 i) through (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 (bxv) (Corporate Authorizationinclusive) and of Section 5.07 (Brokers and Other Advisors2.1(m) shall expire at Closing and shall not survive the Closing until thirty (30) days Closing. After the expiration date for a representation or warranty, none of Sellers, Purchaser, the Company or any officer, director or affiliate of any of them shall have any liability with respect to such representation or warranty except to the extent a claim has previously been filed based on alleged breach of a representation or warranty. Sellers and Purchaser agree that from and after the expiration date for a representation or warranty they shall bring no action, suit or complaint in respect of the applicable statute of limitations (including any extensions thereof, whether automatic such representation 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)warranty. Notwithstanding the foregoing, each representationif at the Closing any party hereto shall have actual knowledge of the inaccuracy of any representation or warranty by the other party and shall nevertheless proceed to close the purchase and sale of the Shares, warranty, covenant and agreement the party making such representation or warranty shall have no liability after the Closing by reason of such inaccuracy. Notwithstanding anything to the contrary contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 ifAgreement, prior to such time, Purchaser acknowledges and agrees that its sole and exclusive remedy for 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 by Sellers of the applicable survival period representations and warranties set forth in Section 2.1 shall be the indemnification provided by Sellers in this Section 10.01 will be irrevocably and unconditionally released and waivedArticle VI.

Survival of Representations and Warranties. The All of the representations and warranties of Abbott, Seller and Purchaser contained the parties set forth in this Agreement or the Certificates shall survive until the [***] anniversary of the Closing for a period of twelve Date (12) months following the Closing “Survival Date”); provided, however that in the event of any fraud or Willful Breach by a Seller Party with respect to the representations and warranties set forth in Article III, and the Stockholders with respect to the representations and warranties set forth in Article IV, such claim shall survive without limitation; provided, further, that (a) the representations and warranties of Abbott contained in Section 3.01 Sections 3.12 (Intellectual Property) and 3.24 (Regulatory) (collectively, the “Special Representations” and individually, each a “Special Representation”) (and the portion of the Certificates relating thereto) shall survive until the [***] anniversary of the Closing Date, (b) the representations and warranties of the Company and the Stockholders contained in Sections 3.1 (Organization; StandingAuthority and Enforceability), Section 3.02 3.2 (Corporate Authorization) and Section 3.04 Company Capital Structure), 3.3 (Brokers and Other AdvisorsSubsidiaries), 3.4(a), (b) and (d) (No Conflict), 3.9 (Tax Matters), 3.19 (Brokers’ and Finders’ Fees), 4.1 (Power and Capacity; Enforceability), 4.2(a)(ii) (No Conflict) and 4.3 (Title to Shares) (collectively, the “Fundamental Representations” and individually, each a “Fundamental Representation”) (and the portion of the Certificates relating thereto) shall survive until thirty (30) days following the expiration of the statute of limitations applicable to the subject matter thereof, and (c) the representations and warranties of the Purchaser contained in Section 5.01 Sections 5.1 (Organization; StandingAuthority and Enforceability), Sections 5.02(a) and 5.5 (bNo Brokers) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsthe portion of the Certificates relating thereto) shall survive the Closing until thirty (30) 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 applicable to the Closing shall terminate on the Closing Datesubject matter thereof. The covenants contained and indemnities (other than for breach of representation and warranties as provided for in this Agreement which are to be performed at or after the Closing prior sentence) of a party hereunder shall terminate thirty (30) days after survive until [***] following the expiration of the applicable statute of limitations applicable to the subject matter thereof (including any extensions thereof, whether automatic or permissivesuch longer period as specified in the applicable covenant). Notwithstanding If an Officer’s Certificate asserting a claim for indemnification hereunder is received, (x) in the foregoingcase of representations and warranties that survive until the Survival Date, each representationon or before the Survival Date, warranty(y) in the case of the Special Representations and the Fundamental Representations, before the date on which such representation or warranty ceases to survive, or (z) in the case of the covenants and indemnities (other than for breach of representation and warranties as provided for in the clauses (x) and (y)), before the date on which such covenant and agreement contained or indemnity ceases to survive, then the claims arising 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 for such representation, warranty, covenant or indemnity until such claims are fully and finally resolved. The parties further acknowledge that the time periods set forth in this Section 10.01 will 9.1 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be irrevocably and unconditionally released and waivedenforced as agreed by the parties.

Survival of Representations and Warranties. The All of the Company’s representations and warranties of Abbott, Seller and Purchaser contained in this Agreement Agreement, as modified by the Company’s Schedules delivered on the date of this Agreement, shall survive the Closing for a period of twelve (12) months Merger and continue until the date which is one year 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), (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 foregoingpreceding sentence, each representation, warranty, covenant and agreement contained any representation or warranty in respect of which indemnity is sought under this Agreement shall survive the time at which it would otherwise expire terminate pursuant to this Section 10.01 if, prior the preceding sentence until the date which is one year following the Expiration Date (the “Final Escrow Distribution Date”) if notice of the inaccuracy or breach thereof giving rise to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach right of indemnity shall have been timely delivered given to the Party party against whom such indemnity may be sought prior to the Expiration Date solely for purposes of a claim against the Escrow Fund which has been duly made prior to the Expiration Date in accordance with the provisions of, and satisfying all of the requirements of, Section 10.05. Any claim not asserted 8.02; provided, however, that the representations and warranties contained in Section 4.20 in respect of which indemnity is sought under this Agreement shall survive indefinitely if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to the Expiration Date in accordance with the provisions of, and satisfying all the requirements of, Section 8.02. All of Parent’s and Merger Subsidiary’s representations and warranties contained herein or in any instrument delivered pursuant to this Article X on or prior to Agreement shall terminate at the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedClosing.

Survival of Representations and Warranties. The Subject to the limitations and other provisions of this Agreement, except in the case of Fraud, (a) none of the representations or warranties contained in ARTICLE 5 herein shall survive the Closing and all such representations or warranties will expire and be of no further force and effect as of the Closing, and no indemnification obligation will be associated therewith or based thereon as of or after the Closing, and (b) the representations and warranties of Abbott, Seller and Purchaser contained Buyer set forth in this Agreement shall survive the Closing for a period and remain in full force and effect until 11:59 p.m. (New York City time) on the 18 month anniversary of twelve (12) months following the Closing Date; provided, however that (a) . All covenants and agreements of the representations and warranties of Abbott Parties contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) herein to be performed after 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) Closing shall survive the Closing for the shorter of (y) six (6) years after the Closing Date, or (z) for the period explicitly specified therein, and all such covenants will thereafter expire and be of no further force and effect, and no indemnification obligation will be associated therewith or based thereon. All covenants and agreements of the Parties contained herein to be performed at the Closing which are not performed at the Closing shall survive the Closing for six (6) months after the Closing Date. Notwithstanding the foregoing, (i) the covenants and agreements set forth in Section 2.5 shall remain in full force and effect until thirty fully performed in accordance with the terms therein, at which time such agreement and covenant shall terminate and (30ii) days after any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 10.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, 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 such item will be reduced 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 shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in this Section 10.01 will 10.1 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be irrevocably enforced as agreed by the parties and unconditionally released and waivedto supersede the statute of limitations that would otherwise be applicable.

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, the Seller and Purchaser contained in this Agreement shall survive the Closing for a period ---------------------------------------------------------------- Shareholder. Notwithstanding any right of twelve (12) months following the Closing Date; providedBuyer fully to investigate the ----------- affairs of the Seller and the Shareholder and notwithstanding any knowledge of facts determined or determinable by the Buyer pursuant to such investigation or right of investigation, however that (a) the Buyer has the right to rely fully upon the representations and warranties of Abbott the Seller contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) this Agreement or in any other Transaction Document. All such representations and Section 3.04 (Brokers warranties shall survive the execution and Other Advisors), (b) delivery of this Agreement and the Fundamental RepresentationsClosing hereunder and shall thereafter continue in full force and effect until eighteen months after the Closing Date, and (c) the Seller's and the Shareholder's liability in respect of any breach of any such representation or warranty shall terminate eighteen months after the Closing Date, except for liability with respect to which notice shall have been given on or prior to such date to the party against which such claim is asserted pursuant to section 12.3. The foregoing notwithstanding, the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(ai) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) section 5.16 shall survive the Closing and the Seller's and the Shareholder's liability in respect of any breach thereof shall continue until thirty the fifth anniversary of the Closing Date, and (30ii) sections 5.3, 5.12(a) and 5.14 shall survive the Closing and the Seller's and the Shareholder's liability in respect of any breach thereof shall continue until 60 days after the expiration of all applicable statutes of limitation, including extensions and waivers, except for liability in the applicable statute of limitations preceding clauses (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 i) and (30ii) 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 which notice 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 given on or prior to such date to the expiration party against which such claim is asserted pursuant to section 12.3, which such liability shall remain an obligation of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waivedparty against whom such claim is asserted.

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 of the representations and warranties of Abbottthe Company, Seller and Purchaser contained in this Agreement shall not survive the Closing for a period of twelve (12) months and shall terminate and have no further force or effect upon and following the Closing DateClosing; provided, however however, that (ai) the representations and warranties of Abbott contained in Section 3.01 4.1 (Organization; Organization and Good Standing), Section 3.02 4.3 (Corporate AuthorizationSubsidiaries), Section 4.4 (Capitalization), Section 4.5 (Authority; Binding Nature of Agreements), Section 4.23 (Benefit Plans), Section 4.28 (Taxes), Section 4.33 (Brokers), Section 5.2 (Authority; Binding Nature of Agreements), and Section 5.4 (Brokers), Section 5.6 (Loan Matters) and Section 3.04 5.7 (Brokers and Other Advisors)Solvency) (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) 60 days after the expiration of the all applicable statute statutes of limitations (including after giving effect to any waivers and extensions thereof) (such date, whether automatic or permissivethe “Survival Date”), and (ii) the representations and warranties in Section 4.32 shall survive the Closing for one year. All covenants contained in this Agreement which are to be performed Any claim for indemnification based upon a breach of any Fundamental Representation and asserted 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 Survival Date by written notice in accordance with this Article X on or prior 7 shall survive until final resolution of such claim. Purchaser and Seller expressly waive the statute of limitations otherwise applicable to contract claims to the expiration extent such statute of limitations is shorter than the applicable survival period set forth in this Section 10.01 will periods established hereunder and would otherwise bar such claim (it being expressly acknowledged that Purchaser and Seller are not waiving any statute of limitations with respect to any claims made by any other party). The Fundamental Representations (and any right to indemnification for breach thereof) shall not be irrevocably and unconditionally released and waived.affected by any investigation, verification or examination by any party hereto or by any Representative or Affiliate of any such party or by any such party’s knowledge of any facts with respect to the accuracy or inaccuracy of any such representation or warranty

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement Agreement, or in any schedule, document, certificate or instrument delivered in connection herewith, shall survive the Closing for a period of twenty four (24) months, provided however, that notwithstanding the foregoing, (i) the representations and warranties contained in Section 2.1(d), Section 2.1(f), Section 2.1(g), Section 2.1(i), Section 2.1(j), Section 2.1(cc) and Section 2.1(ff) shall survive the Closing indefinitely; and (ii) any representation or warranty that would otherwise expire in accordance with the foregoing provision shall continue to survive if any claim for indemnification with respect to such representation or warranty shall have been given under Section 5.3 on or prior to such expiration date, until the related claim for indemnification has been satisfied or otherwise resolved under Section 5. The covenants and agreements contained in this Agreement, or in any schedule, document, certificate or instrument delivered in connection herewith, shall survive the Closing until the later of (i) twelve (12) months following the Closing Date; providedlast date on which any such covenant or agreement is to be performed, however that or (aii) the representations one hundred and warranties of Abbott contained in Section 3.01 eighty (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 (30180) days after the expiration of the all applicable statute statutes of limitations limitation (including any extensions thereofall periods of extension, 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 performance of any such covenant or agreement; provided however that any covenant or agreement that would otherwise expire in accordance with the foregoing provision shall continue to survive if any claim for indemnification with respect to such covenant or agreement shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with given under Section 10.05. Any claim not asserted in accordance with this Article X 5.3 on or prior to such expiration date, until the expiration of the applicable survival period set forth in this related claim for indemnification has been satisfied or otherwise resolved under Section 10.01 will be irrevocably and unconditionally released and waived5.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser each party contained in this Agreement shall survive the Closing Date for a period of twelve eighteen (1218) months following the Closing Date; provided, however however, that (ai) the representations and warranties of Abbott Seller contained in Section 3.01 Sections 2.1 (Organization; StandingPower), Section 3.02 2.2 (Corporate Authorization) and Section 3.04 (Brokers and Other AdvisorsCapitalization), 2.3(a) (bAuthority), 2.4(a) the Fundamental Representations(Ownership of Stock and Equity Interest), and 2.5 (cTitle) shall survive indefinitely; (ii) the representations and warranties of Purchaser Seller contained in Section 5.01 2.17 (Organization; Standingrelating to environmental matters) shall not survive the Closing Date (except for the representations in Section 2.17(a) which shall survive the Closing for a period of eighteen (18) months following the Closing Date), Sections 5.02(a) and (biii) the representations and warranties of Seller contained in Section 2.20 (Corporate Authorization) and Section 5.07 (Brokers and Other Advisorsrelating to taxes) shall survive the Closing Date until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereofin each case, whether automatic or permissivethe "Survival Period"). All covenants contained in this Agreement which are to No Claim for indemnification under Section 11.1(a) shall be performed prior made unless a Claim Notice has been delivered to the Closing shall terminate on Indemnifying Party within the Closing Date. The covenants contained in this Agreement which are applicable Survival Period, except that any Claim relating to Section 2.20 (relating to taxes) may be performed at or after the Closing shall terminate thirty (30) asserted until 60 days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)Survival Period. Notwithstanding the foregoingexpiration of any Survival Period, 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 Claim Notice or Direct Claim Notice has been given by Buyer to Seller with respect to a representation or warranty of Seller within the breach applicable Survival Period, then the relevant representation or warranty shall have been timely delivered survive, solely as to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not Claim as is 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 waivedClaim Notice, until such Claim has been finally resolved.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement Agreement, the Related Agreements or in any certificate or other instruments delivered pursuant to this Agreement, shall survive until the eighteen (18) month anniversary of the Closing for a period of twelve Date (12) months following such date, the Closing “Survival Date”); provided, however provided that (a) the representations and warranties of Abbott contained in Section 3.01 2.1 (OrganizationOrganization and Qualification; StandingSubsidiaries), Section 3.02 2.2 (Corporate AuthorizationOrganizational Documents), Section 2.3 (Capitalization), Section 2.4 (Authority Relative to this Agreement), Section 2.18 (Franchise Matters) and Section 3.04 in Article III shall survive until the date that is ten (Brokers 10) years after the Closing Date and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 2.15 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other AdvisorsTaxes) shall survive until the Closing until thirty date that is sixty (3060) days after following the expiration of the applicable statute of limitations (including giving effect to any extensions waiver, mitigation or extension thereof, whether automatic or permissive). All covenants The representations and warranties in Section 2.1, Section 2.2, Section 2.3, Section 2.4, Section 2.15 and Section 2.18 hereof and in Article III shall collectively be referred to as the “Fundamental Representations.” The representations and warranties of Parent and Merger Sub 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 shall survive until the Closing Survival Date. Each covenant and other agreement of a party hereunder shall terminate on 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 last day of the applicable statute of limitations (including any extensions thereofperiod explicitly specified therein and, whether automatic if no period is specified, until fully performed or permissive)fulfilled in accordance with its terms. Notwithstanding the foregoingforegoing or anything to the contrary, each if an Officer’s Certificate for indemnification pursuant to this Article VI has been properly given in accordance with this Article VI within the foregoing applicable survival period, in which case the representation, warranty, covenant and or agreement contained in this Agreement which is the subject of such indemnification claim shall survive the time at which it would otherwise expire until such indemnification claim is finally resolved 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 waivedhereto.

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 in full force and effect until the date that is eighteen (1218) months following after the Closing Date; provided, however that except: (a) those representations and warranties contained in Section 3.1 and Section 4.1 (Organization and Good Standing), Section 3.2 (Capitalization), Section 3.3 and Section 4.2 (Authorization and Enforceability), Section 3.22 and Section 4.8 (Brokers’ Fees), Section 3.26 (Purchase for Investment) and Section 4.9 (Status of the Buyer and Buyer Common Stock) (such representations and warranties hereinafter referred to as the “Fundamental Representations”) shall survive the Closing indefinitely; (b) the representations and warranties of Abbott contained set forth in Section 3.01 3.14 (Organization; Standing), Section 3.02 (Corporate AuthorizationLabor) and Section 3.04 3.16 (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 AdvisorsCompany Benefit Plans) shall survive the Closing until thirty the sixtieth (3060th) days day after the expiration of the applicable statute of limitations limitations; (including any extensions thereofc) the representations and warranties contained in Section 3.12 (Taxes) shall survive for the period set forth in Section 5.9(h), whether automatic or permissive). All and (d) the covenants contained in this Agreement which that are to be performed prior to followng the Closing shall terminate on survive the Closing Date. The covenants contained in this Agreement which are accordance with their terms; provided, however, to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including extent 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 claim for indemnification with respect to the a breach shall have of any representation or warranty has been timely delivered to the Party against whom such indemnity may be sought made in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or 8.5 prior to the expiration of date that the applicable survival period set forth in this Section 10.01 will representation or warranty would no longer survive (absent such claim for indemnification), then the matters covered by such claim shall be irrevocably and unconditionally released and waiveddeemed to survive until the claim for indemnification has been satisfied or otherwise resolved.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser the Company contained in this Agreement or in any certificate or other instrument required to be delivered pursuant to this Agreement (including the Officer’s Certificate) 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 “Expiration Date”); provided, however however, that (a) in the representations and warranties event of Abbott contained in Section 3.01 (Organization; Standing)Fraud or Intentional Misrepresentation with respect to a representation or warranty, 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 the Closing until thirty date that is sixty (3060) days after the expiration of the applicable statute of limitations limitations; provided, further, that (including any extensions thereof, whether automatic or permissive). All covenants a) the representations and warranties of the Company contained in this Agreement which are to be performed prior to Section 2.2 (Authority), Section 2.3 (Capitalization) and Section 2.5(a)(i) (No Conflict with Organizational Documents (together, the Closing “Fundamental Representations”) shall terminate on survive until the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty date that is sixty (3060) days after the expiration of the applicable statute of limitations, (b) the representations and warranties of the Company contained in Section 2.20 (Tax Matters) (the “Tax Representations”) shall survive until the date that is sixty (60) days after the expiration of all statutes of limitations applicable to the applicable Taxes addressed by such representations and warranties (including any extensions thereofall periods of extension), whether automatic or permissive). Notwithstanding (c) the foregoing, each representation, warranty, covenant representations and agreement warranties of the Company contained in this Agreement Section 2.18 (Intellectual Property) (the “IP Representations”) shall survive for a period of three (3) years following the time at which it would otherwise expire pursuant Closing Date (the Fundamental Representations, the Tax Representations and the IP Representations being collectively referred to this herein as the “Special Representations”), and (d) the representations and warranties of the Company contained in Section 10.01 if2.7 (Employee Benefit Matters) and Section 2.8 (Labor and Employment Matters) (together, prior to such timethe “Employment Representations”) shall survive for a period of two (2) years following the Closing Date; and provided, a Third Party Claim Notice further, that all representations and warranties of the Company shall survive beyond the Expiration Date or Direct Claim Notice other survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim is properly 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 in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or basis therefor 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 Ancillary 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 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 representations and warranties of Abbott, Seller and Purchaser the Parties contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; providedArticles III, however that (a) the representations IV and warranties of Abbott contained in Section 3.01 (Organization; Standing)V and the, 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 SV\1617695.10 covenants contained in this Agreement which are herein required to be performed prior to the Closing shall terminate on survive the Closing Date. The covenants contained in this Agreement which are to be performed at or after until the Closing fifteen (15) month anniversary of the Closing; provided, however, that the representations and warranties made by Seller under Section 3.14 shall terminate thirty (30) days after survive until the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive)limitations. Notwithstanding All of the foregoing, each representation, warranty, covenant and agreement covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the time at which it would otherwise expire pursuant Closing until fully performed or fulfilled, unless and to this Section 10.01 if, prior the extent only that non-compliance with such covenants or agreements is waived in writing by the Party entitled to such time, a Third performance. No Party Claim Notice or Direct Claim Notice shall have any Liability for indemnification claims made under this Article IX with respect to any such representation, warranty or covenant unless a written notice of indemnification is provided by the breach shall have been timely delivered non-breaching Party to the other 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 for such representation, warranty or covenant, as the case may be. The Parties acknowledge and agree that with respect to any claim that any Party may have against any other Party that is permitted pursuant to the terms of this Agreement, the survival periods set forth and agreed to in this Section 9.01 shall govern when any such claim may be brought and shall replace and supersede any statute of limitations that may otherwise be applicable. If a written notice of indemnification has been timely given in accordance with this Agreement prior to the expiration of the applicable survival period for such representation, warranty or covenant, then the applicable representation, warranty or covenant shall survive as to such claim, until such claim has been finally resolved. Notwithstanding anything herein to the contrary, the survival periods set forth in this Section 10.01 will be irrevocably and unconditionally released and waived9.01 shall not apply to claims of fraud.

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 and until the 18 month anniversary of twelve (12) months following the Closing Date (the “General Survival Date; provided”), however except that (a) the representations and warranties of Abbott contained set forth in (x) Section 3.01 2.1 (Organization; Power, Good Standing), Section 3.02 2.2 (Corporate Authorization) and Section 3.04 (Brokers and Other AdvisorsCapitalization), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a2.3(a) and (b) (Corporate Indebtedness; Subsidiaries), Section 2.4(a) and (b) (Authorization; Execution & Enforceability), Section 2.13 (Brokerage), Section 3.1(a) and (b) (Capacity; Execution & Enforceability), Section 3.2 (Title to Company Shares), Section 3.3 (Brokerage), Section 4.1 (Organization), Section 4.2(a) and (b) (Authorization; Execution & Enforceability) and Section 5.07 4.3 (Brokers Brokerage) shall survive indefinitely and Other Advisors(y) Section 2.9 (Tax Matters), Section 2.16 (Employee Benefits) and Section 2.19 (Affiliate Transactions) shall survive the Closing and until thirty forty-five (3045) days after the expiration of the applicable statute of limitations (including the representations and warranties described in clauses (x) and (y), collectively, the “Fundamental Representations”); provided that any extensions thereofrepresentation or warranty in respect of which indemnity may be sought under this ARTICLE VIII, 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 of the applicable statute of limitations (including any extensions thereofindemnity with respect thereto, 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 8.1 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 potential right of indemnity 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 representations and warranties in this Agreement or in any writing delivered by any party hereto to another party in connection herewith shall survive for the expiration of the applicable survival period periods set forth in this Section 10.01 will 8.1 and shall in no event be irrevocably affected by any investigation, inquiry or examination made for or on behalf of any party, or to the Knowledge of any party’s officers, directors, shareholders, employees, agents or representatives or the acceptance by any party of any certificate or opinion hereunder. The agreements and unconditionally released and waivedcovenants set forth in this Agreement shall survive indefinitely, unless specifically stated otherwise.

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) months following the Closing Date; providedshall expire on July 15, however 2005, 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) 2.21 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 2.22 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 any claims arising from or related to 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 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 to the Indemnifying Securityholders 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 (a) Each representation and warranty of Sellers contained in Article 4 and any certificate related to such representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall will survive the Closing for a period and will continue in full force and effect forever. Each representation and warranty of twelve (12) months following the Seller Parties contained in Article 3 and any certificate related to such representations and warranties will survive the Closing Date; providedand continue in full force and effect for 14 months thereafter, however that except (ai) the representations and warranties of Abbott contained set forth in Section 3.01 3.7 (Organization; Standing), Section 3.02 (Corporate AuthorizationTaxes) and Section 3.04 3.11 (Brokers and Other AdvisorsBenefit Plans), (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 which will survive the Closing until thirty (30) 90 days after the expiration of the applicable statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof), whether automatic and thereafter shall be of no further force and effect, (ii) the representations and warranties set forth in Section 3.1 (Existence and Qualification), Section 3.2 (Power and Authority, Enforceability), Section 3.3 (No Violation), Section 3.4 (Capitalization), the last sentence of Section 3.10 (Material Contracts), Section 3.14 (Title to Assets), Section 3.16(d), Section 3.19 (Liability for Brokers’ Fees) and Section 4.2 (Share Ownership, Good Title Conveyed) which will survive the Closing indefinitely (such representations, referred to in (i) and (ii) of this Section 10.1(a), the “Seller Party Fundamental Representations”), and (iii) the Liability of the Seller Parties shall continue indefinitely for any (1) Breach by any Seller Party of any covenant or permissive). All covenants contained obligation of any Seller Party in this Agreement which are to be performed prior Agreement, (2) Effective Date Covenants, (3) Damages of any nature whatsoever relating 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 Non-Acquired Entities (including any extensions thereofDamages arising out of the Precedence Transactions and Precedence Agreements), 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 (4) Seller Expenses not paid pursuant to this Section 10.01 if2.2(a)(i), prior to such time, a Third Party Claim Notice or Direct Claim Notice (5) amounts with respect to Indebtedness or broker fees of the breach shall have been timely delivered Company, its Subsidiaries or any Seller in existence as of the Closing (or otherwise relating 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 periods on or prior to the expiration Closing) which were not satisfied pursuant to Section 2.2, (6) Retained Litigation Matters, (7) Other Litigation Matters Legal Expenses, (8) matters with respect to Income Taxes, (9) fraud or intentional misrepresentation on behalf of the applicable survival period Seller Parties, and (10) any inaccuracy in the amounts of the Transaction Bonuses set forth in Exhibit D and the payment of such Transaction Bonuses in accordance with such amounts (collectively, the items in subsections (i), (ii) and (iii) of this Section 10.01 will be irrevocably and unconditionally released and waived10.1(a), the “Seller Indemnification Carve-Outs”).

Survival of Representations and Warranties. The representations and warranties All the provisions of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period indefinitely notwithstanding any investigation at any time made by or on behalf of twelve (12) months following any Party or the provision of any Supplemental Information pursuant to Section 5.7, above, provided that the representations and warranties set forth in Articles II, III and IV and in any certificate delivered in connection herewith with respect to any of those representations and warranties will terminate and expire on the second anniversary of the Closing Date; provided, however that except as follows: (a) the representations and warranties which relate expressly or by necessary implication to Taxes or to ERISA or other employment or labor matters will survive until the expiration of Abbott contained in Section 3.01 the applicable statutes of limitations (Organization; Standingincluding all periods of extension and tolling), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), if any; (b) the Fundamental Representations, representations and warranties which relate expressly or by necessary implication to the environment or Environmental Laws will survive for a period of five (5) years from the Closing Date; and (c) the representations and warranties of Purchaser contained set forth in Section 5.01 (Organization; Standing)Sections 2.1 and 2.2 , Sections 5.02(a) 3.12, 3.19, 3.29, 3.34 and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) 3.36 shall survive indefinitely. After a representation and warranty has terminated and expired, no indemnification may be sought pursuant to this Article VIII on the Closing until thirty (30) days basis of that representation and warranty by any Person who would have been entitled pursuant to this Article VIII to indemnification on the basis of that representation and warranty prior to its termination and expiration. Notwithstanding anything in this Agreement to the contrary, a Party shall have the right to commence Litigation 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 above-specified 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 periods with respect to the breach shall have been timely delivered claims as to which notice was provided to the Party against whom which such indemnity may be sought in accordance with Section 10.05. Any claim not is being 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 waivedsuch time period.

Survival of Representations and Warranties. The parties hereto agree to shorten the applicable period of limitation of claims made under representations and warranties warranties, and for that purpose each and every such representation and warranty of Abbottthe Company, Seller the Stockholders and Purchaser contained the Purchasers set forth in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; providedincluding, however that (a) the representations and warranties of Abbott contained without limitation, any certificates furnished 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 Advisorsconnection therewith) shall survive the Closing until thirty (30) days after the expiration receipt by the Purchasers of the applicable statute audited financial statements of limitations the Company for the calendar year ending December 31, 1998 (including any extensions thereofthe "SURVIVAL PERIOD"), whether automatic or permissiveexcept with respect to (i) the representations and warranties set forth in SECTIONS 2(n). All covenants contained in this Agreement , 3(c), 3(e) AND 4(e), which are to be performed prior to 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 of limitations limitations; and (including any extensions thereofii) the representations and warranties set forth in SECTION 2(i), whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement which shall survive the time at which it would otherwise expire pursuant Closing until the first 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 occur of (x) the expiration of the statute of limitations (and any extensions thereof) applicable to the Tax in respect of which indemnification is being sought without the assertion of a deficiency in respect thereof by the applicable governmental entity, or (y) the completion of the final audit and determination by the applicable governmental entity with respect to such Tax and final disposition of any deficiency resulting therefrom. From and after the applicable period of survival period set forth in this Section 10.01 will with respect to such respective representations and warranties of the Company, Stockholders and the Purchaser, none of the Stockholders, Company or the Purchasers or any Affiliate of the Stockholders or the Purchasers shall have any liability whatsoever with respect to any such representation or warranty, except for breaches as to which any party shall have notified the other party prior to such date. This SECTION 8(a) shall have no effect upon any other obligation of the parties hereto to be irrevocably and unconditionally released and waivedperformed after the Closing Date.

Survival of Representations and Warranties. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement made herein or in any certificate or other instrument delivered by one of the parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date), shall be considered to have been relied upon by each of the other parties to this Agreement, as the case may be, and shall survive the Closing Date and the consummation of the transactions contemplated by this Agreement, except that, subject to this Section 8.1, the representations and warranties of Abbott, Seller set forth in Article III and Purchaser contained in this Agreement Article IV shall survive the Closing for a period of twelve terminating on the date eighteen (1218) months following after the Closing Date (the "Indemnification Termination Date" and such period, the "Indemnification Period"); provided, however provided 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, 3.4, 4.1, 4.2, 4.4 and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, 4.5 shall survive indefinitely and (cii) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing)3.14, Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive for a period of seven years from the Closing Closing. Notwithstanding the previous sentence, if any claims for indemnification have been asserted with respect to any such representations and warranties prior to the Indemnification Termination Date, the representations and warranties on which any such claims are based shall continue in effect until thirty (30) final resolution of any claims, and provided further that representations, warranties and covenants relating to Taxes shall survive until 30 days after the expiration of the all applicable statute statutes of limitations (including any extensions thereof, whether automatic or permissive)relating to such Taxes. 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 Date 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 waivedcontinue indefinitely.

Survival of Representations and Warranties. The respective representations and warranties of Abbott, Seller Sellers and Purchaser contained in this Agreement or the Seller Disclosure Letter or in any schedule, exhibit or certificate attached hereto or delivered pursuant to this Agreement shall survive the Closing for a period of twelve until the date that is eighteen (1218) months following from the Closing Date; provided, however except that (ai) the representations and warranties of Abbott contained in Section 3.01 4.2(a) (Organization; StandingAuthorization), Section 3.02 4.3 (Corporate Ownership of Equity Interests), Section 4.5 (Capitalization), Section 4.16 (Broker’s or Finder’s Fees), Section 5.2 (Authorization) ), and Section 3.04 5.4 (Brokers and Other Advisors), Broker’s or Finder’s Fee) shall survive indefinitely; (b) the Fundamental Representations, and (cii) the representations and warranties of Purchaser contained in Section 5.01 4.12 (Organization; StandingEmployee Benefit Plans), Sections 5.02(a) and Section 4.14 (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 giving effect to any extensions and waivers thereof, whether automatic or permissive). All covenants ; and (iii) the representations and warranties contained in this Agreement which are to be performed prior to Section 4.18 (Environmental Matters) shall survive the Closing shall terminate on until the date that is three (3) 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 or Sellers 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 this for indemnification under Article X on or unless a Claim Certificate 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 77 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 representations and warranties of Abbott, Seller and Purchaser the Company contained in this Agreement or in any certificate, document or other instrument delivered by or on behalf of the Company pursuant to this Agreement, shall survive the Closing for a period of twelve (12) months following the Closing Date (the date of expiration of such twelve (12)-month period, the “Expiration Date”); provided, however however, that in the event of fraud or intentional misrepresentation with respect to a representation or warranty, such representation or warranty shall survive for the applicable statute of limitations for such a claim; provided, further, that (a) the representations and warranties of Abbott the Company contained in Section 3.01 3.1 (Organization; StandingOrganization and Qualification of the Company), Section 3.02 3.2 (Corporate AuthorizationOrganization and Qualification of Subsidiaries), Section 3.3 (Capitalization), Section 3.4 (Authority), Section 3.5(b) (No Conflict with Constitutional Documents) and Section 3.04 3.25 (Brokers Brokers’ and Other Advisors)Finders’ Fees) (collectively, the “Fundamental Representations”) shall survive for a period of six (6) years following the Closing Date; (b) the Fundamental representations and warranties of the Company contained in Section 3.21 (Tax Matters) (the “Tax Representations”) shall survive until the date that is sixty (60) days after the expiration of all statutes of limitations applicable to the applicable Taxes addressed by such representations and warranties (including all periods of extension), and (c) the representations and warranties of Purchaser the Company contained in Section 5.01 3.14 (Organization; StandingLitigation), Sections 5.02(a) and Section 3.16 (bPermits), Section 3.18 (Environmental Matters) (Corporate Authorizationthe “Environmental Representations”) and Section 5.07 3.20 (Brokers and Other AdvisorsEmployee Benefit Plans) shall survive for a period of three (3) years following the Closing until thirty Date (30) days after the expiration representations and warranties of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants Company contained in this Agreement which are to be performed prior to the Closing shall terminate or in any certificate, document or other instrument delivered by or 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 behalf 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 Company pursuant to this Section 10.01 ifAgreement, prior other than the Fundamental Representations, the Tax Representations and the Environmental Representations are sometimes referred to such timeherein as the “Business Representations”); and provided, a Third Party Claim Notice further, that all representations and warranties of the Company shall survive beyond the 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 in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or basis therefor 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 or in any certificate, document or other instrument delivered by or on behalf of Parent or Merger Sub pursuant to this Agreement shall survive the Closing and unconditionally released terminate on the Expiration Date; provided, however, that all representations and waivedwarranties of Parent and Merger Sub shall survive beyond the Expiration Date or 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 specific claim and the basis therefor prior to the expiration of the survival period 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. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties.

Survival of Representations and Warranties. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement a Party shall survive Closing until the Closing for expiry of the Supplemental Earn-Out Period, unless a period bona fide notice of twelve (12) months following a claim shall have been made in writing before such date, in which case the Closing Date; providedrepresentation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim, however notwithstanding any investigation made by or 45 on behalf of the Party entitled to rely on such representation and warranty, and provided that (a) the representations and warranties of Abbott contained set out in Section 3.01 (Organization; Standing)Schedule “C” [Incorporation and Corporate Power], Section 3.02 (Schedule “C” [Corporate Authorization) ], Schedule “C” [Authorized and Section 3.04 Issued Capital], Schedule “C” [Subsidiaries], Schedule “C” [No Options, etc.], Schedule “D” [Incorporation and Power], Schedule “D” [Authorization], Schedule “D” [Title to Purchased Securities], Schedule “D” [No Options, etc.], Schedule “D” [Vendors’ Representative], Schedule “E” [Incorporation and Corporate Power], and Schedule “E” [Corporate Authorization] (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 continue in full force and effect without limitation 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)time. Notwithstanding the foregoing, each representation, warranty, covenant a claim for any breach of any of the representations and agreement warranties contained in this Agreement shall involving fraud or fraudulent or intentional misrepresentation may be made at any time following the date hereof, subject only to applicable limitation periods imposed by applicable Law. To the extent that the agreements and covenants herein are required to be performed, all or in part, after the Effective Time, such agreements and covenants will 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 will remain 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 full force and unconditionally released and waivedeffect until fully performed.

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 representations and warranties of Abbott, Seller the Company set forth in Article II and Purchaser Parent and Merger Subs set forth in Article III of this Agreement shall survive until 11:59 p.m. Pacific Time on the date that is eighteen (18) months following the Closing Date and the covenants and agreements of the parties hereto contained in this Agreement or in the Related Agreements shall survive the Closing for a the applicable statute of limitations, or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive for the applicable statute of twelve limitations or until the latest date permitted by law (12) months following the Closing date of expiration of such period, the “Expiration Date”); provided, however that however, (a) if a good faith claim hereunder is made in writing prior to the expiration of the survival period for such representation and warranty, such claim shall survive and remain a basis for indemnity hereunder until such claim has been finally resolved or disposed of in accordance with the terms hereof; (b) the representations and warranties of Abbott contained in under Section 3.01 2.1(a) (Organization; Organization and Good Standing), Section 3.02 2.2 (Corporate AuthorizationAuthority and Enforceability), Section 2.5 (Company Capital Structure), Section 2.6(a) (Company Subsidiaries), the first sentence of Section 2.23 (Company Brokers’ Fees), Section 3.1 (Organization and Standing), Section 3.2 (Authority and Enforceability), Section 3.7 (Total Stock Consideration), Section 3.8 (Parent Broker’s Fees), and Section 3.04 3.13 (Brokers and No Other AdvisorsRepresentations; Non-Reliance), shall survive for six (b6) the Fundamental Representations, years; and (c) the representations and warranties of Purchaser contained in under Section 5.01 2.10 (Organization; Standing), Sections 5.02(a) and (b) (Corporate AuthorizationTaxes) and Section 5.07 3.10 (Brokers and Other AdvisorsTaxes) shall survive the Closing until thirty (30) days after the expiration of applicable statutes of limitations. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any 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). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it that would otherwise expire pursuant to this Section 10.01 if, prior apply to such timerepresentations and warranties and covenants and agreements, a Third Party Claim Notice or Direct Claim Notice with respect to and the breach shall have been timely delivered to parties acknowledge that 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 periods set forth in this Section 10.01 will 7.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties, and any claim brought pursuant to this Article VII must be irrevocably and unconditionally released and waivedbrought or filed prior to the Expiration Date.

Survival of Representations and Warranties. The representations All representations, warranties, covenants and warranties of Abbott, Seller and Purchaser agreements contained in this Agreement (including representations and warranties set forth in any of the Transaction Documents and certificates delivered by the parties in connection with this Agreement) shall survive (and not be affected in any respect by) the Closing, any investigation conducted by any party hereto and any information which any party may receive, until the end of the Indemnification Period, whereupon all such representations, warranties, covenants and agreements shall expire and terminate and shall be of no further force or effect, except as follows: (i) the representations and warranties contained in Sections 2.9, 2.19 and 2.22 shall survive the Closing for a the 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 plus any extensions thereofor waivers granted or imposed with respect thereto or, 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 if no statute of limitations is applicable, indefinitely; (including any extensions thereof, whether automatic or permissive). Notwithstanding ii) the foregoing, each representation, warranty, covenant representations and agreement contained warranties in this Agreement Section 2.3(a) shall survive indefinitely; and (iii) the time at representations, warranties, covenants and agreements relating to any Deficiency (as defined in Section 11.4) of which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third the Indemnifying Party Claim Notice or Direct Claim Notice with respect to has received notice from 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 of the applicable survival period set forth Indemnification Period (except that notice relative to claims made pursuant to the above referenced Sections 2.9, 2.19 and 2.22 need only be made prior to the expiration of such representations and warranties as provided above), shall survive until the existence of such Deficiency has been finally established and the Deficiency is resolved as provided below. Provided, however, that the termination hereunder of any of the above representations and warranties shall not terminate or limit in any manner whatsoever any rights which INTERCELL or Jaymark may have pursuant to this Section 10.01 will be irrevocably Article 11 for Deficiencies arising out of or resulting from fraud or knowing and unconditionally released intentional misrepresentation relating to such representations and waivedwarranties.

Survival of Representations and Warranties. (a) The representations and warranties of Abbott, Seller and Purchaser the parties hereto contained in this Agreement (including, for the avoidance of doubt, the additional representations and warranties set forth in Annex A hereto) shall survive the Closing for a period until the eighteen (18) month anniversary of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 6.1 (Organization; Organization and Good Standing), Section 3.02 6.2 (Corporate Authorization) and Section 3.04 (Brokers and Other AdvisorsAuthorization of Agreements), Section 6.3(a) (b) the Fundamental RepresentationsConflicts), Section 6.6 (Title to Purchased Assets), Section 6.8 (Ownership and Transfer of Shares), Section 6.18 (c) the representations Compliance with Laws; Permits), Section 7.1 (Organization and warranties of Purchaser contained in Section 5.01 (Organization; Good Standing), Sections 5.02(aSection 7.2 (Authorization of Agreements), and Section 7.3(a) (Conflicts) (collectively, the “Excluded Representations”) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) matters arising from Intentional Misrepresentation shall survive the Closing and remain in full force and effect until thirty sixty (3060) days after the expiration of the applicable statute of limitations (including any extensions extension thereof); provided, whether automatic or permissive). All covenants further, that the representation and warranty of Sellers contained in this Agreement which are to be performed prior to Section 6.5 (Accounts Receivable) shall survive the Closing shall terminate on until the twelve (12) month anniversary of the Closing Date. The covenants contained Date (in this Agreement which are each case, a “Warranty Survival Period”); provided, further, that the representations and warranties of Sellers set forth in Section 6.10 (Taxes) and Section 2.7 (General Tax Warranties) of Annex A hereto, other than the representations and warranties in Sections 2.7(a), (o) and (p) of such Annex A, shall not survive the Closing; and provided, further, that the schedules relating to Sections 2.7(a), (o) and (p) of Annex A hereto shall be performed at or after provided by Sellers to Purchaser within thirty (30) days of the Closing Date and that the representations and warranties in such sections shall terminate survive until the date thirty (30) days after the expiration delivery by Sellers to 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 Schedules relating 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 waivedsections.