Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. The representations and warranties of IHC, Seller and Buyer contained herein shall survive the Closing Date for a period of eighteen months from the Closing Date; provided, however, that (a) Seller's and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares") shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved.

Survival of Representations, Etc. The All of the representations and warranties of IHC, Seller and Buyer contained herein made by any party in this Agreement shall survive the Closing Date for a period of eighteen twelve (12) months from following the Closing Date; providedDate (except that the representations and warranties set forth in Sections 4.1 (Organization), however4.2 (Capitalization), that 4.3 (aAuthorization), 4.24 (No Brokers), 5.1 (Organization), 5.2 (Capitalization), 5.3 (Parent Stock), 5.5 (Authorization) Seller's and IHC's 5.16 (No Brokers) (such representations and warranties collectively, the "Fundamental Representations") and the representations and warranties set forth in Section 3.2 4.21 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares"Tax Matters) shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to until 30 days following the relevant expiration of the applicable statute of limitations (including, in the case of Taxes, any waivers or extensions thereofwith extensions)). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not of the parties to be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect performed prior to the accuracy Closing Date shall survive the Closing for a period of twelve (12) months following the Closing Date. The covenants and agreements of any party to be performed or inaccuracy observed on or following the Closing shall survive the Closing until fully performed in accordance with their terms. Notwithstanding the foregoing, if written notice of a claim has been given on or compliance withprior to the applicable survival date for the representation, any warranty, covenant or agreement on which such claim is based, then such representation, warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties agreement shall survive as to such claim, and such claim only, until final determination and satisfaction of such claim. Notwithstanding anything to the contrary in this Agreement and the Ancillary Agreements, (i) the survival period with respect to all matters relating to Taxes, including, but not limited to, the representations and warranties set forth in Section 4.21 (Tax Matters) and Indemnified Taxes, shall be as provided in this Section 7.1 only for the purposes of the R&W Insurance Policy, and (ii) no claim has been finally resolvedshall be made against the Company Equityholders, other than with respect to claims under Section 7.2(a)(iii) or (vii) or as set forth in Section 7.3(d) or Section 7.3(f) and breaches or inaccuracies of Fundamental Representations, after the earlier of the date that is (a) the twelve (12) month anniversary of the Closing Date or (b) the release date of all amounts from the Indemnity Escrow Account, in each case as more fully provided in the Escrow Agreement with respect to the Indemnity Escrow Account.

Survival of Representations, Etc. The (a) Subject to Section 9.1(b), (i) the representations and warranties of IHCmade by the Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) and (ii) the representations and warranties made by Parent, Seller Merger Sub I and Buyer contained herein shall Merger Sub II (including the representations and warranties set forth in Section 3 and the representations and warranties set forth in the Parent Closing Certificate) survive the Closing Date for a period of eighteen and shall expire 24 months from following the Closing Date; provided, however, that if, at any time prior to the 24 months following the Closing Date, any Covered Party delivers to Parent or Stockholders’ Representative, as applicable, a written notice asserting in good faith and with reasonable specificity an allegation of the existence of an inaccuracy in or a breach of any of the representations and warranties made herein and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the 24 month anniversary of the Closing (abut only for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved) Seller's until such time as such claim is fully and IHC's finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms. (b) Notwithstanding anything to the contrary contained in Section 9.1(a), the representations and warranties set forth in Section 3.2 ("Capital Structure"Sections 2.1(a), Section 3.3 2.3, 2.14 and 2.20 ("No Violation"the “Company Specified Representations”) and in Sections 3.1(a), Section 3.4 3.2 and 3.5 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares"the “Parent Specified Representations”) shall survive in perpetuity the Closing and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to expire on the relevant statute of limitations (includingapplicable to the subject matter thereof; provided, in the case of Taxeshowever, that if, at any time prior to any such expiration date, any waivers Covered Party delivers to Parent or extensions thereof). The right to indemnification or other remedy based on the representationsStockholders’ Representative, warrantiesas applicable, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If a written notice asserting in good faith and with reasonable specificity an allegation of the existence of an inaccuracy in or a claim meeting the requirement breach of Section 10.3 below has been given prior to the expiration any of the applicable representations and warranties by made herein and asserting a party in whose favor claim for recovery under Section 9.2 based on such representations and warranties were madealleged inaccuracy or breach, then the relevant representations and warranties claim asserted in such notice shall survive until such time as such claim is finally determined. (c) Materiality standards or qualifications, and qualifications by reference to the defined term “Material Adverse Effect” in any representation, warranty or covenant shall only be taken into account in determining whether a breach of or default in connection with such representation, warranty or covenant (or failure of any representation or warranty to be true and correct) exists, and shall not be taken into account in determining the amount of any Damages with respect to such claimbreach, until the claim has been finally resolveddefault or failure to be true and correct.

Survival of Representations, Etc. The representations and warranties of IHCthe Company, Seller Parent and Buyer Sub contained herein shall survive the Closing Date for a period of eighteen (18) months from the Closing Date; provided, however, that (a) Seller's and IHC's the Company’s representations and warranties set forth in Section 3.2 4.20 ("Capital Structure"Intellectual Property), Section 3.3 4.23 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction"Tax Matters) and Section 4.3 4.25 ("Ownership and Delivery of Shares"Compliance with Environmental Laws) shall survive in perpetuity the Closing until the expiration of the applicable statute of limitations (including any waivers or extensions thereof which, to the extent that Parent has a right to reasonably prevent such extension or waiver, shall be subject to the prior written consent of the Company Representative which shall not be unreasonably withheld or delayed), and (b) Seller's and IHC's the Company’s representations and warranties set forth in Sections 3.18 Section 4.2 ("Employee Plans"), 3.20 ("Tax Matters"Capital Structure) and 3.22 ("Compliance with Environmental Laws") all other representations and warranties regarding the capital structure of the Company shall survive for a period equal to the relevant statute of limitations Closing in perpetuity. Representations and warranties referenced in subsection (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants a) and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquiredb) at any time, whether before or after the execution and delivery of this Agreement or Section 10.1 shall be known herein as (the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. “Surviving Obligations”.) If written notice of a claim Claim Notice meeting the requirement requirements of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved.

Survival of Representations, Etc. The All of the representations and warranties of IHCmade by any party in this Agreement or in any attachment, Seller and Buyer contained herein Exhibit, Schedule, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing Date for a period of eighteen 24 months from following the Closing Date; provided, however, Date (except that (a) Seller's and IHC's the representations and warranties set forth in Section Sections 3.1 (Organization), 3.2 ("Capital Structure"Subsidiaries), Section 3.3 ("No Violation"Capitalization), Section 3.4 ("Subsidiaries"Authorization), Section 3.28 (No Brokers), 4.1 ("Authorization of Transaction"Organization), 4.2 (Authorization), 4.5 (Title to Units), 4.8 (No Brokers) and Section 4.3 4.9 ("Ownership and Delivery of Shares"Accredited Status) shall survive in perpetuity indefinitely, and (b) Seller's and IHC's the representations and warranties set forth in Sections 3.18 3.19 ("Employee Benefit Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws"Tax Matters) shall survive for a period equal to until 30 days following the relevant expiration of the applicable statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquiredextensions) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy matters addressed in such sections). Claims based upon or inaccuracy arising out of or compliance with, any such representation, warranty, covenant or agreementrepresentations and warranties may be asserted at any time before the expiration date of the applicable representations and warranties. If written notice The Seller Parties shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely upon the representations and warranties of any Seller Party set forth in this Agreement. The expiration of the representations and warranties provided herein shall not affect the rights of a claim meeting Buyer Indemnitee in respect of any written Claim made by such Buyer Indemnitee that is submitted to the requirement of Section 10.3 below has been given Seller Representative prior to the expiration of the applicable representations survival period provided herein. All of the covenants, agreements and warranties by a party obligations of the parties under this Agreement to be performed after the Closing will survive the Closing in whose favor such representations and warranties were madeaccordance with their respective terms, then the relevant representations and warranties shall survive as subject to such claim, until the claim has been finally resolvedany applicable statute of limitations (including any extensions thereto).

Survival of Representations, Etc. (a) The representations and warranties of IHCmade by the Company, Seller and Buyer contained herein shall survive the Closing Date for a period of eighteen months from Shareholders (including the Closing Date; provided, however, that (a) Seller's and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") 2 and Section 4.3 ("Ownership the representations and Delivery of Shares"warranties set forth in the Closing Certificate) shall survive the Closing and shall expire on June 30, 2000; provided, however, that if, at any time prior to June 30, 2000, any Indemnitee (acting in perpetuity good faith) delivers to the Shareholders' Agent (as defined in Section 11.1 below) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company and the Shareholders (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive June 30, 2000 until such time as such claim is fully and finally resolved. All representations and warranties made by Asyst shall survive the Closing and shall expire on June 30, 2000, provided, however, that if, at any time prior to June 30, 2000, the Shareholders' Agent (acting in good faith) delivers to Asyst a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Asyst (and setting forth in reasonable detail the basis for the Shareholders' Agent belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive June 30, 2000 until such time as such claim is fully and finally resolved. (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will obligations of the Company, the Shareholders and the Optionholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any investigation conducted with respect information furnished to, or any investigation made by or knowledge acquired of, any of the Indemnitees or any of their Representatives, except as otherwise provided herein. (or capable of being acquiredc) at any time, whether before or after the execution and delivery For purposes of this Agreement Agreement, each statement or other item of information set forth in the Closing, with respect Disclosure Schedule or in any update to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If written notice of Disclosure Schedule shall be deemed to be a claim meeting representation and warranty made by the requirement of Section 10.3 below has been given prior to Company and the expiration of the applicable representations and warranties by a party Shareholders in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedthis Agreement.

Survival of Representations, Etc. The (a) Except for the representations and warranties made in this Agreement by (i) the Company in Sections 3.1(a) (Due Organization), 3.1(e) (Subsidiaries), 3.2 (Authority; Binding Nature of Agreement), 3.6 (Capitalization) (other than subparts (e) and (f) thereof), 3.12 (Intellectual Property), 3.17(a) and (b) (Tax Matters), 3.25 (Finders’ Fees) and 3.26 (Company Fees) and (ii) the Principal Stockholders in ARTICLE 4 (the representations and warranties listed in clauses (i) and (ii) collectively, the “Fundamental Representations”), subject to Section 7.1(f), the representations and warranties made by the Company and the Principal Stockholders, as applicable, in this Agreement and the indemnification obligations set forth in this ARTICLE 7 with respect to such representations and warranties shall survive the Closing and shall remain in full force and effect until, and expire at, 11:59 p.m. EST on May 31, 2013 (the “Escrow Termination Date”). Unless otherwise expressly provided in this Agreement, all of the covenants and obligations of the parties contained in this Agreement shall survive the Closing in accordance with their respective terms. (b) Subject to Section 7.1(f), the representations and warranties made by the Company in Section 3.12 (Intellectual Property) and the indemnification obligations set forth in this ARTICLE 7 with respect to such representations and warranties shall survive the Closing and shall remain in full force and effect until, and shall expire at, 11:59 p.m. EST on the date that is two (2) years after the Closing Date. (c) Subject to Section 7.1(f), the representations and warranties made by the Company in Section 3.17(a) and (b) (Tax Matters) and the indemnification obligations set forth in this ARTICLE 7 with respect to such representations and warranties shall survive the Closing and shall remain in full force and effect until, and shall expire at, 11:59 p.m. EST on the day that is thirty (30) days after the date of expiration of the applicable statute of limitations. (d) Subject to Section 7.1(f), the representations and warranties made by (i) the Company in Sections 3.1(a) (Due Organization), 3.1(e) (Subsidiaries), 3.2 (Authority; Binding Nature of Agreement), 3.6 (Capitalization) (other than subparts (e) and (f) thereof), 3.25 (Finders’ Fees) and 3.26 (Company Fees) and (ii) the Principal Stockholders in ARTICLE 4, and the indemnification obligations set forth in this ARTICLE 7 with respect to such representations and warranties shall survive the Closing and shall expire at 11:59 p.m. EST on the date of expiration of the applicable statute of limitations. (e) Except for the representations and warranties of IHCParent and Merger Sub in the first sentence of Section 5.1 (Corporate Existence) and in Section 5.2 (Authority; Binding Nature of Agreement) (collectively, Seller and Buyer contained herein the “Parent Fundamental Representations”) (which shall survive the Closing Date for a period and shall expire at 11:59 p.m. EST on the date of eighteen months from expiration of the Closing Date; providedapplicable statute of limitations), howeversubject to Section 7.1(f), that (a) Seller's and IHC's the representations and warranties set forth made by Parent and Merger Sub in Section 3.2 this Agreement shall remain in full force and effect until, and expire at, 11:59 p.m. EST on May 31, 2013. ("Capital Structure")f) If, Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares") shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given time prior to the expiration of the applicable representations survival period set forth above with respect to any particular representation or warranty of a party, an Indemnitee delivers to such party a written notice alleging the existence of an inaccuracy in or a breach of such representation or warranty (and warranties by setting forth in reasonable detail the basis for such Indemnitee’s belief that such an inaccuracy or breach exists) and asserting a party in whose favor claim for Damages under Section 7.2 based on such representations and warranties were madealleged inaccuracy or breach, then the relevant representations claim asserted in such notice and warranties all indemnity obligations under this ARTICLE 7 with respect to the alleged inaccuracy or breach of such representation and warranty shall survive until such time as to such claimclaim is fully and finally resolved in accordance with this Agreement. Any claim for indemnification made under Sections 7.2(a), until 7.2(b) or 7.2(c) which is not asserted by written notice given as herein provided relating thereto within the above-specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim has been finally resolvedfor indemnification under Sections 7.2(a), 7.2(b) or 7.2(c) made in accordance with this Agreement and within the period of survival as herein provided will be deemed timely made for purposes hereof.

Survival of Representations, Etc. The representations representations, warranties, covenants and warranties of IHCindemnities set forth in this Agreement or in any certificate, Seller and Buyer contained herein document or other instrument delivered in connection herewith or contemplated hereby shall survive the Closing Date as follows: (a) the representations and warranties in Section 3.1 (Organization and Qualification), Section 3.2 (Capitalization; Ownership), and Section 3.15 (No Brokers, Finders, etc.); the representations and warranties in Section 4.1 (Ownership), Section 4.2 (Authorization; Enforceability) and Section 4.5 (No Brokers, Finders, etc.); and the representations and warranties in Section 5.1 (Organization), Section 5.2 (Authorization; Enforceability) and Section 5.5 (No Brokers, Finders, etc.) shall survive indefinitely; (b) the representations and warranties in Section 3.12 (Taxes) and Section 3.27 (Environmental Matters) shall survive for a period ending when the applicable statutes of limitation with respect to the liabilities in question expire (after giving effect to any extensions or waivers thereof), plus ninety (90) days; and (c) all other representations and warranties in this Agreement or in any certificate, document or other instrument delivered in connection herewith or contemplated hereby shall survive for a period of eighteen (18) months following the Closing. The expiration of any representation or warranty as provided in this Section 10.1 shall preclude any indemnity with respect thereof under this Article X from and after the Closing Datetime such representation or warranty shall have expired; provided, however, that (a) Seller's and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization the expiration of Transaction") and Section 4.3 ("Ownership and Delivery of Shares") shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant representation or agreement. If written warranty shall not affect the rights of any party in respect of any such indemnity claim therefor as to which notice of a claim meeting the requirement of Section 10.3 below thereof has been given under this Article X prior to the expiration of the applicable representations and warranties by a party survival period provided in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedthis Section 10.1.

Survival of Representations, Etc. All statements contained herein, in all documents and agreements related hereto or contemplated hereby, in the Disclosure Schedule and in any certificate or instrument or document delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations and warranties of IHCSeller contained herein and as provided in the preceding sentence shall survive the Closing until the third anniversary of the Closing Date, without regard to any investigation made by Buyer, unless Buyer notifies Seller in writing prior to such date of any specific claim or claims for alleged breach of any such representation or warranty, in which case such representation or warranty shall survive with respect to such claim until the final resolution by settlement, arbitration, litigation or otherwise of any such claim; provided that (i) the representations and warranties contained in Sections 4.1, 4.2, 4.3 and 4.5 subparagraphs (a) (first sentence), (b), and (c) (except the first sentence thereof), (d) (first sentence) and each such provision as updated by (e) shall survive indefinitely and (ii) the representations and warranties contained in Sections 4.19, 4.20 and 4.24 shall survive through the applicable statutes of limitations, including all extensions thereof. All representations and warranties of Buyer shall survive until the fifth anniversary of the Closing Date. The covenants and agreements of the parties contained herein shall survive the Closing Date for a period of eighteen months from in accordance with their respective terms, provided that the Closing Date; provided, however, that (a) Seller's covenants contained in Sections 9.1 and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares") 9.5 shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedindefinitely.

Survival of Representations, Etc. The representations and warranties of IHC, Seller the Parent and Buyer the Purchaser contained herein shall survive the Closing Date for a period until the later of eighteen months from (a) the first anniversary of the Closing Date, or (b) the forty-fifth (45th) day following the date of completion by the Purchaser's auditors of the audit of the financial statements for the Business acquired by the Purchaser hereunder for the year ended December 31, 2001 (and claims based upon or arising out of such representations and warranties may be asserted at any time before such date); provided, however, that (ai) Seller's and IHCthe Parent's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of SharesAuthorization") shall survive in perpetuity for a period of five (5) years and (bii) Seller's and IHCthe Parent's representations and warranties in Sections 3.18 4.20 ("Employee PlansPlans and Employee Matters"), 3.20 4.22 ("Tax Matters") and 3.22 ), 4.26 ("Compliance with Environmental Laws"), 4.16 ("Warranty and Product Liability Matters") and 4.27 ("Ownership of Sunsoft Shares and Sunsoft UK Shares") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants representations and agreements warranties herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, representation or warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved.

Survival of Representations, Etc. The representations and warranties of IHCthe Company, Seller Stockholder and Buyer contained herein shall survive the Closing Date for a period of eighteen months from the Closing Dateuntil March 31, 2007; provided, however, that (a) Seller's and IHC's the representations and warranties set forth contained in Section 3.2 Sections 3.10 ("Capital Structure"Taxes), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction"3.11(Employee Benefits) and Section 4.3 3.17 ("Ownership and Delivery of Shares"Environmental Matters) shall continue to survive in perpetuity and until sixty (b60) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to days after the relevant expiration of the applicable statute of limitations (includinggiving effect to any waiver or extension thereof) and that the representations and warranties contained in Sections 3.1 (Organization and Good Standing of Company), in 3.2 (Authority; No Conflict) and (3.5 (Title) shall survive indefinitely. Notwithstanding the case foregoing, if prior to termination of Taxesa representation or warranty, any waivers or extensions thereof)an indemnified party shall have delivered a Claim Notice under Section 8.2, then those representations and warranties as to which the Claim Notice applies shall survive until the claim is resolved. The right to indemnification indemnification, payment of Damages or other remedy based on the such representations, warranties, covenants and agreements herein obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the ClosingClosing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreementobligation. If written notice The waiver of a claim meeting any condition based on the requirement accuracy of Section 10.3 below has been given prior any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to the expiration indemnification, payment of the applicable representations Damages, or other remedies based on such representations, warranties, covenants and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedobligations.

Survival of Representations, Etc. The representations and warranties All of IHC, Seller and Buyer contained herein shall survive the Closing Date for a period of eighteen months from the Closing Date; provided, however, that (a) Seller's and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares") shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of indemnities set forth in this Agreement or in any certificate, document or other instrument delivered at the ClosingClosing in connection with this Agreement or contemplated by this Agreement shall survive the Closing indefinitely, except that (a) except as otherwise expressly set forth in this Section 6.1, the representations and warranties of Seller set forth in this Agreement shall survive until the date 24 months after the Closing Date; (b) the representations and warranties of Seller set forth in Section 3.15 (Environmental) and 3.16 (Intellectual Property) shall survive the Closing for a period of five (5) years; (c) the representations and warranties of Seller set forth in Sections 3.1 (Organization), 3.2 (Capitalization), 3.4 (Authorization; Enforceability), 3.20 (Contracts with Affiliates) 3.21 (Brokers), 4.1 (Organization), 4.2 (Authorization) and 4.5 (Brokers) shall survive the Closing indefinitely and (d) the representations and warranties set forth in Sections 3.18 (Taxes) and 3.19 (Employee Benefits) shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations, giving effect to any extension (whether automatic or permissive) of such period. The expiration of any representation or warranty as provided in this Section 6.1 shall preclude any indemnity with respect to thereof under this Article VI from and after the accuracy or inaccuracy of or compliance with, any time such representation, warrantywarranty or covenant shall have expired; provided, covenant however, that the expiration of any such representation or agreement. If written warranty shall not affect the rights of any party in respect of any such indemnity claim therefor as to which valid notice of a claim meeting the requirement of Section 10.3 below thereof has been given under this Article VI prior to the expiration of the applicable representations and warranties by a party survival period provided in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedthis Section 6.1.