Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (A) The representations and warranties made by OAK BROOK and PVAXX (including the representations and warranties set forth in Sections 2 and 3, shall survive the Effective Date for a period of one (1) year, PROVIDED, HOWEVER, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (B) The representations, warranties, covenants and obligations of OAK BROOK and PVAXX, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (C) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX in this Agreement.

Survival of Representations, Etc. (A) The representations and warranties made by OAK BROOK and PVAXX the 501 Company (including the representations and warranties set forth in Sections 2 ARTICLE 4 and 3, the representations and warranties set forth in the 501 Company Closing Certificate) shall survive the Effective Closing and shall expire one year after the Closing Date; provided, however, that the representations and warranties of the 501 Company set forth in ARTICLE 4 shall survive until one year after the Closing Date for a period of one (1) yearprovided, PROVIDED, HOWEVERfurther, that if, at any time prior to the first anniversary of one year after the Closing Date, any Indemnitee (acting in good faith) delivers to either party the 501 Company a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party the shareholder(s) of the 501 Company (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 8.2 ARTICLE 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (B) The representations, warranties, covenants and obligations of OAK BROOK and PVAXXthe 501 Company, and the rights and remedies that may be exercised by either partythe Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of either party the Indemnitees or any of their Representatives. (C) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule this Agreement or in any update to the Disclosure Schedule this Agreement shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX the Parent, the Merger Sub and the 501 Company in this Agreement.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK ALBARA, Albara Subsidiary and PVAXX LEAPFROG (including the representations and warranties set forth in Sections 2 and 3, shall survive the Effective Date for a period of one (1) year, PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (Bb) The representations, warranties, covenants and obligations of OAK BROOK ALBARA, Albara Subsidiary and PVAXXLEAPFROG, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK ALBARA, Albara Subsidiary or PVAXX LEAPFROG in this Agreement.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK and PVAXX the Company (including the representations and warranties set forth in Sections Section 2 and 3, the representations and warranties set forth in the Closing Certificate) shall survive the Effective Date for a period Closing and shall expire on the first anniversary of one (1) year, the Closing Date; PROVIDED, HOWEVER, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party any of the Indemnitors (as defined below) a written notice alleging the existence of an a material inaccuracy in or a material breach of any of the representations and warranties made by either party the Company (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 8.2 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the All representations and warranties set forth in Section 2.14 made by Parent and Merger Sub shall survive until the expiration terminate and expire as of the applicable statutes Effective Time, and any liability of limitations, including extensions thereofParent or Merger Sub with respect to such representations and warranties shall thereupon cease. (Bb) The representations, warranties, covenants and obligations of OAK BROOK and PVAXXthe Company, and the rights and remedies that may be exercised by either partythe Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of either party the Indemnitees or any of their Representatives, except to the extent such information is included in the Disclosure Schedule or any update to the Disclosure Schedule. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX in this Agreementthe Company.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK PROVIDENCE, and PVAXX UAC (including the representations and warranties set forth in Sections 2 and 3, shall survive the Effective Date Time for a period of one (1) year, PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (Bb) The representations, warranties, covenants and obligations of OAK BROOK PROVIDENCE, and PVAXXUAC, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK PROVIDENCE, or PVAXX UAC in this Agreement.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK the Company and PVAXX the Shareholders (including the representations and warranties set forth in Sections 2 and 3, 3 hereof and the representations and warranties set forth in the Closing Certificates) shall survive the Effective Closing and shall expire 30 months following the Closing Date (except for a period Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of one (1) yearwhich shall survive until the expiration of its respective statute of limitations); provided, PROVIDED, HOWEVERhowever, that if, at any time prior to the first anniversary expiration of the Closing Dateapplicable survival period, any Indemnitee (acting in good faith) delivers to either party the Shareholders a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party the Company or any of 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 8.2 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing applicable survival period until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the The representations and warranties set forth made by Parent and Merger Sub in Section 2.14 Article 4 shall survive until expire 30 months following the expiration of the applicable statutes of limitations, including extensions thereofClosing Date. (Bb) The representations, warranties, covenants and obligations of OAK BROOK the Company and PVAXXthe Shareholders, and the rights and remedies that may be exercised by either partythe Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge Knowledge of, any of either party the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX the Company and the Shareholders in this Agreement.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK Oak Brook, Forte, and PVAXX Jovus, (including the representations and warranties set forth in Sections 2 and 3, shall survive the Effective Date for a period of one (1) year, PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 ___ shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (Bb) The representations, warranties, covenants and obligations of OAK BROOK Oak Brook, Forte, and PVAXXJovus, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK Oak Brook, Forte, and Jovus, or PVAXX in this Agreement.

Survival of Representations, Etc. (Aa) The representations representations, warranties and warranties made by OAK BROOK and PVAXX (including the representations and warranties set forth in Sections 2 and 3, covenants of each party pursuant to this Agreement shall survive the Effective Date Closing and shall expire on the first anniversary of the Closing Date; provided, however, (i) that fraud claims shall survive for a period the statute of one limitations applicable to claims based on such matters, (1ii) year, PROVIDED, HOWEVER, claims under Sections 2.4 and 2.5 hereof shall survive indefinitely and (iii) that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee party seeking indemnification under this Section 6 (an "INDEMNIFIED PARTY") (acting in good faith) delivers to either the party from whom such indemnification is sought (an "INDEMNIFYING PARTY") a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party the Indemnifying Party or a breach of any covenant contained herein (and setting forth in reasonable detail the basis for such IndemniteeIndemnified Party's belief that such an inaccuracy or a breach may exist) and asserting a claim for recovery under Section 8.2 6.2 or Section 6.3, whichever is applicable, based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (Bb) The representations, warranties, covenants and obligations of OAK BROOK and PVAXXeach Indemnifying Party, and the rights and remedies that may be exercised by either partyeach Indemnified Party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party any Indemnified Party or any of their Representatives. (C) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX in this Agreement.

Survival of Representations, Etc. (A) The representations and warranties made by OAK BROOK PROVIDENCE, and PVAXX CACHE (including the representations and warranties set forth in Sections 2 and 3, shall survive the Effective Date Time for a period of one (1) year, PROVIDED, HOWEVER, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (B) The representations, warranties, covenants and obligations of OAK BROOK PROVIDENCE, and PVAXXCACHE, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (C) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK PROVIDENCE or PVAXX CACHE in this Agreement.

Survival of Representations, Etc. (Aa) The representations representations, warranties and warranties made by OAK BROOK and PVAXX (including the representations and warranties set forth in Sections 2 and 3, covenants of each party pursuant to this Agreement shall survive the Effective Date Closing and shall expire on the first anniversary of the Closing Date; provided, however, (i) that fraud claims shall survive for a period the statute of one limitations applicable to claims based on such matters, (1ii) year, PROVIDED, HOWEVER, claims under Sections 2.27 and 2.28 hereof shall survive indefinitely and (iii) that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee party seeking indemnification under this Section 10 (an "INDEMNIFIED PARTY") (acting in good faith) delivers to either the party from whom such indemnification is sought (an "INDEMNIFYING PARTY") a written notice alleging the existence of an inaccuracy in or a breach Breach of any of the representations and warranties made by either party the Indemnifying Party or a Breach of any covenant contained herein (and setting forth in reasonable detail the basis for such IndemniteeIndemnified Party's belief that such an inaccuracy or breach a Breach may exist) and asserting a claim for recovery under Section 8.2 10.2 or Section 10.3, whichever is applicable, based on such alleged inaccuracy or breachBreach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (Bb) The representations, warranties, covenants and obligations of OAK BROOK and PVAXXeach Indemnifying Party, and the rights and remedies that may be exercised by either partyeach Indemnified Party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party any Indemnified Party or any of their Representatives. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX the Company and the Selling Shareholders in this Agreement.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK PROVIDENCE, and PVAXX Lifelong (including the representations and warranties set forth in Sections 2 and 3, shall survive the Effective Date Time for a period of one (1) year, PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties Exhibit 1.1 - Pg. 28 made by either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (Bb) The representations, warranties, covenants and obligations of OAK BROOK PROVIDENCE, and PVAXXLifelong, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK PROVIDENCE, or PVAXX Lifelong in this Agreement.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK and PVAXX (including the representations and warranties Company set forth in Sections Section 2 and 3, shall survive the Effective Closing and shall expire on the first anniversary of the Closing Date for a period of one (1) yearthe "TERMINATION DATE"); provided, PROVIDED, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Termination Date, any Indemnitee (acting in good faith) delivers to either party the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party the Company and the Company Executives set forth in Section 2 (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 8.2 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing Termination Date until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the All representations and warranties set forth in Section 2.14 made by Parent shall survive until the expiration terminate and expire as of the applicable statutes Closing Date, and any liability of limitations, including extensions thereofParent with respect to such representations and warranties shall thereupon cease. (Bb) The representations, warranties, covenants and obligations of OAK BROOK and PVAXXCompany, and the rights and remedies that may be exercised by either partythe Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of either party the Indemnitees or any of their Representatives. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX the Company in this Agreement.

Survival of Representations, Etc. (A) The representations and warranties made by OAK BROOK PROVIDENCE, and PVAXX GOURMET (including the representations and warranties set forth in Sections 2 Articles II and 3III, shall survive the Effective Date Time for a period of one (1) year, PROVIDED, HOWEVER, that if, at any time prior to the first annual anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (B) The representations, warranties, covenants and obligations of OAK BROOK PROVIDENCE, and PVAXXGOURMET, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (C) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK PROVIDENCE or PVAXX GOURMET in this Agreement.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK and PVAXX the parties (including the representations and warranties set forth in Sections Section 2 and Section 3, ) shall survive until the Effective Date for a period of one February 28, 2002 (1) year, the "Termination Date"); PROVIDED, HOWEVER, that if, at any time prior to the first anniversary of the Closing Termination Date, any Parent Indemnitee or Stockholder Indemnitee (acting in good faith) delivers to either party the Stockholders' Agent or Parent, as the case may be, a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party the Company, on the one hand, or Parent and Merger Sub, on the other hand, (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 8.2 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing Termination Date until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (Bb) The representations, warranties, covenants and obligations of OAK BROOK the Company, on the one hand, and PVAXXParent and Merger Sub, on the other hand, and the rights and remedies that may be exercised by either partythe Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of either party the Indemnitees or any of their Representatives. (Cc) For purposes of this Agreement, (i) each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX the Company in this Agreement.Agreement and (ii) each statement or other item of information set forth in the Parent

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK and PVAXX the Company (including the representations and warranties set forth in Sections 2 and 3, Section 2) shall survive the Effective Closing and shall expire on the first anniversary of the Closing Date for a period of one (1) year, the "Termination Date"); PROVIDED, HOWEVER, that if, at any time prior to the first anniversary of the Closing Termination Date, any Indemnitee (acting in good faith) delivers to either party the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party the Company (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 8.2 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing Termination Date until such time as such claim is fully and finally resolved. Notwithstanding Without limiting any remedy that the foregoingstockholders of the Company may have under federal securities laws or other than pursuant to the terms of this Agreement, the all representations and warranties set forth in Section 2.14 made by Parent and Merger Sub shall survive until the expiration terminate and expire as of the applicable statutes Closing Date, and any liability of limitations, including extensions thereofParent or Merger Sub with respect to such representations and warranties shall thereupon cease. (Bb) The representations, warranties, covenants and obligations of OAK BROOK and PVAXXthe Company, and the rights and remedies that may be exercised by either partythe Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of either party the Indemnitees or any of their Representatives. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX the Company in this Agreement.

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK the Company and PVAXX the Shareholders (including the representations and warranties set forth in Sections Section 2 and 3, the representations and warranties set forth in the Shareholders' Closing Certificate) shall survive the Effective Date for a period Closing and shall expire on the first anniversary of one (1) yearthe Closing Date; provided, PROVIDED, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party any of the Shareholders a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party 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 8.2 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding The representations and warranties made by the foregoingParent and Merger Sub shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date, any Shareholder (acting in good faith) delivers to Parent and Merger Sub a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set made by Parent and Merger Sub (and setting forth in reasonable detail the basis for such Shareholder's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (B) The representations, warranties, covenants and obligations of OAK BROOK and PVAXX, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (C) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK or PVAXX in this Agreement.6.2 based on such alleged

Survival of Representations, Etc. (Aa) The representations and warranties made by OAK BROOK BROOK, and PVAXX ALPHA FIBRE (including the representations and warranties set forth in Sections 2 and 3, shall survive the Effective Date for a period of one (1) year, PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties set forth in Section 2.14 shall survive until the expiration of the applicable statutes of limitations, including extensions thereof. (Bb) The representations, warranties, covenants and obligations of OAK BROOK BROOK, and PVAXXALPHA FIBRE, and the rights and remedies that may be exercised by either party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of either party or any of their Representatives. (Cc) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by OAK BROOK BROOK, or PVAXX ALPHA FIBRE in this Agreement.