Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate and the Selling Stockholder Compliance Certificates) shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations), any Indemnitee (acting in good faith) delivers to the Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties (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 the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser shall terminate and expire as of the Closing Date, and any liability of the Purchaser with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, 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 information furnished to, or any investigation made by or knowledge of, any of 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 or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesClosing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Company Shareholders' Agent a written notice alleging Claim Notice (as defined in the existence Escrow Agreement) pursuant to the terms of an inaccuracy in or a breach of any of such representations and warranties (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 breachEscrow Agreement, then the claim asserted in such notice Claim Notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Terayon and Merger Sub shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Terayon or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, 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 information furnished to, or any investigation made by or knowledge of, any of 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 or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate and the Selling Stockholder Compliance Certificates2) shall survive the Closing and shall expire on (i) the earlier of the first anniversary of the Closing Date or the date of the audit report on the first financial statements of Parent containing combined operations of the Company and Parent for those representations related to matters expected to be encountered in the audit process and (ii) the first anniversary of the Closing Date for other matters (the "Termination Date"); provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Termination Date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, Termination Date until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the Closing Date, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, 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 information furnished to, or any investigation made by or knowledge of, any of 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 or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesCertificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Agent Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as on the first anniversary of the Closing Date, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, 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 information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, 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 the Company and the Selling Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Designated Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesDesignated Stockholders' Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Company or Designated Stockholders (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 the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser TTIS and Merger Sub shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser TTIS or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts Company and the Trustees acting on their behalfDesignated Stockholders, 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 information furnished to, or any investigation made by or knowledge of, any of 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 or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Designated Stockholders in this AgreementAgreement in the context of the representation and warranty to which such statement or other item of information applies.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders Shareholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section Sections 2 and 3 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesShareholders' Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 44. 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 first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts Company and the Trustees acting on their behalfShareholders, 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 information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives unless set forth on the Disclosure Schedules. The representations, warranties, covenants and obligations of Parent, and the rights and remedies that may be exercised by the Company and the Shareholders, 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, the Company, the Shareholders or any of their Representatives, other than the Parent SEC Documents. (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 the Company and the Selling Stockholders Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate and the Selling Stockholder Compliance Certificates) shall will survive the Closing and shall will expire on the first anniversary earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements of the Closing Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Date"); provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Survival Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Designated Company Agent (as defined in Section 10.1) a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall will survive the first anniversary of the Closing or the Applicable Specified Representations Survival Expiration Date, as applicable, Date until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser shall Parent and Merger Sub will terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall will thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, and the rights and remedies that may be exercised by the Indemnitees, shall will 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 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 or in any update to the Disclosure Schedule shall will be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Selling Stockholders Company in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesClosing Certificate) shall survive the Closing and shall expire on the first six month anniversary of the Closing Date (such date, for purposes of this Agreement, shall be referred to as the "Expiration Date"); provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Company Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, Date until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, 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 information furnished to, or any investigation made by or knowledge of, any of 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 or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Stockholders in this Agreement.

Survival of Representations, Etc. (a) The Subject to the indemnification limitations set forth in Section 11.2, the representations and warranties made by the Company and the Selling Designated Stockholders (including, subject to the immediately succeeding proviso, the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate and the Selling Stockholder Compliance Certificates) 3 shall survive the Closing and shall expire on the first anniversary of the Closing DateDate (the "Claim Deadline"); provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to any of the Agent Designated Stockholders or the appropriate Person under the terms of the Representation and Warranty Insurance, a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties (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 breach11.2, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by Parent, Merger Sub and the Purchaser Company shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent, Merger Sub, or Company with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalfparties hereto, and (except as provided herein) the rights and remedies that may be exercised by the Indemniteespursuant hereto, shall not be limited or otherwise affected by or as a result of any information furnished to, to or any investigation made by or knowledge ofof (except as provided herein or in the Company Disclosure Schedule), any of the Indemnitees parties or any of their Representatives. (c) For purposes of this Agreement, 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 the Company and the Selling Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders Signing Shareholder (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance Closing Certificates) shall survive the Closing and shall expire on the first nine (9) month anniversary of the Closing Date; provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first nine (9) month anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Indemnitors and the Escrow Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first nine (9) month anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the nine (9) month anniversary of the Closing Date, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts Company and the Trustees acting on their behalfSigning Shareholder, 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 information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, unless such information is included in the Disclosure Schedule. (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 the Company and the Selling Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate and the Selling Stockholder Compliance Certificates) this Agreement shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided, however, that Date (the Specified Representations shall expire on the Applicable Specified Representations “Expiration Date; and provided further”), however, that if, at any time prior to the first anniversary of the Closing Date except for (with respect to i) the representations and warranties made by the Company in Section 3.01, Section 3.02, Section 3.05, and Section 3.25, which shall survive the Selling Stockholders other than Closing and expire 30 days after the Specified expiration of the applicable statute of limitations, and (ii) the representations and warranties made by the Company in Section 3.19 (the representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.19 and 3.25 being referred to collectively herein as the “Fundamental Representations) or ”), which shall survive the Applicable Specified Representations Expiration Date (with respect Closing and expire on the third anniversary of the Closing Date. Notwithstanding the foregoing, if at any time prior to the Specified Representations)expiration set forth above for a given representation or warranty, any Indemnitee (acting in good faith) delivers to the Agent Stockholder Representative a written notice alleging in good faith the existence of an inaccuracy in or a breach of any of such representations and warranties (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy representation or breach may exist) warranty and asserting a claim for recovery under Section 9.2 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. . (b) All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (bc) The representations, warranties, covenants Each covenant or agreement required to be performed or complied with prior to the Closing shall expire at the Closing and obligations be of no further force or effect. Each covenant and other agreement hereunder that expressly provides that it is to be performed after the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, and the rights and remedies that may be exercised by the Indemnitees, Closing 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 the Indemnitees or any of their Representativessurvive in accordance with its terms. (cd) 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 the Company and the Selling Stockholders in this Agreement. (e) In all cases in determining the amount of any Damages with respect to a breach of a representation or warranty for purposes of this Agreement, such representations and warranties shall be read without regard to any materiality qualifier (including, without limitation, any reference to Material Adverse Effect) contained therein.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesCertificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; providedPROVIDED, howeverHOWEVER, that the Specified Representations representations set forth in Sections 2.14 and 2.15 shall expire on the Applicable Specified Representations Expiration Date; survive until expiration of applicable statutes of limitations and provided further, however, further that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Agent Company Stockholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, 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 information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, 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 the Company and the Selling Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Company, the Designated Shareholders and the Selling Stockholders (including, subject to Non-Designated Shareholders in this Agreement and the immediately succeeding proviso, other Transaction Agreements and the representations and warranties set forth in Section 2 the Company Closing Certificate, the Designated Shareholders' Closing Certificates, the Non-Designated Shareholder's Certificates (as defined in the Shareholders' Agreement) and the representations set forth Company Shareholder's Certificate (as defined in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesEscrow Agreement) shall survive the Closing and shall expire on the first second anniversary of the Closing Date (the "Termination Date"); provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Termination Date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Company, any of the Designated Shareholders or any of the Non-Designated Shareholders or set forth in the Company Closing Certificate, the Designated Shareholders' Closing Certificates, the Non-Designated Shareholder's Certificates or the Company Shareholder's Certificate (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 7.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Termination Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts Designated Shareholders and the Trustees acting on their behalfNon-Designated Shareholders, 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 information furnished to, or any investigation made by or knowledge of, any of 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 or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Stockholders Designated Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesClosing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided. Such expiration shall not affect any rights of Parent, however, that Merger Sub and the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (Company with respect to the representations claims made or as to which a Claim Notice (as defined in Section 9.5(g) below) has been given prior to such expiration, and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations), any Indemnitee (acting in good faith) delivers to the Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties (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 which a Claim Notice (as defined in Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice 9.5(g) below) has been given shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, beyond such expiration until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the Closing Date, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, 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 information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, other than information contained in the Company Disclosure Schedules. (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 the Company and the Selling Stockholders in this AgreementAgreement as to the accuracy thereof (but only to the extent of the description thereof contained therein).

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders Designated Shareholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesDesignated Shareholders' Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; providedPROVIDED, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, howeverHOWEVER, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to any of the Agent Designated Shareholders a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Designated 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 the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent and Merger Sub shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts Company and the Trustees acting on their behalfDesignated Shareholders, 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 information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, except as consented to in writing with respect to events occurring after the date of this Agreement. (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 the Company and the Selling Stockholders Designated Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations representations, warranties, covenants and warranties made by obligations of the Company and the Selling Key Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section Sections 2 and 3 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance Certificatescertificates referred to in Section 7) shall survive the Closing as provided in this Section 10.1. (b) All representations and warranties of the Company and the Key Stockholders set forth in Section 2 and Section 3 and in the certificates referred to in Sections 7.7(i), 7.7(j) and 7.7(k), and all covenants and obligations of the Company and the Key Stockholders set forth in Sections 5 and 6, shall expire on the first anniversary of the Closing Expiration Date; provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time on or prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Agent Stockholders’ Representative a written notice alleging the existence Notice of an inaccuracy Indemnification Claim (as defined in or a breach of Section 10.9(a)) with respect to any of such representations and warranties (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy foregoing representations, warranties, covenants or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breachobligations, then the claim asserted in such notice Notice of Indemnification Claim shall survive until the first anniversary earlier of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until (a) such time as such claim is fully and finally resolved. or (b) the Expiration Date if the cumulative pending and resolved Notices of Indemnification do not aggregate a claim for Damages in excess of $500,000. (c) All representations and warranties made by of Parent and Merger Sub, and covenants and obligations of Parent and Merger Sub to be performed at or prior to the Purchaser Effective Time, shall terminate and expire as of the Closing DateEffective Time, and any liability of the Purchaser Parent or Merger Sub with respect to such representations representations, warranties, covenants and warranties obligations shall thereupon cease. (bd) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts Company and the Trustees acting on their behalfKey Stockholders, 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 information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (ce) 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 Update shall be deemed to be a representation and warranty made by the Company and or a Key Stockholder, as the Selling Stockholders case may be, in this Agreement. (f) Claims for indemnification, compensation and reimbursement brought in accordance with and subject to this Section 10 shall be the sole and exclusive remedy of any Indemnitee for monetary damages from and after the Closing with respect to breaches of this Agreement by the Company or any Key Stockholder. Without limiting the generality of the foregoing, nothing contained in this Agreement shall limit the rights of any Indemnitee to seek or obtain injunctive relief or any other equitable remedy to which such Indemnitee is otherwise entitled.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, the representations and warranties Company Executives set forth in Section 2 and the representations set forth in the Company Compliance Certificate and the Selling Stockholder Compliance Certificates) shall survive the Closing and shall expire on the earlier of (i) the date of the issuance of the audit report on the first financial statements of Parent containing combined operations of the Company and Parent and (ii) the first anniversary of the Closing DateDate (the "TERMINATION DATE"); provided, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Termination Date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 9.2 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, Termination Date until such time as such claim is fully and finally resolved. All representations and warranties made by the Purchaser Parent shall terminate and expire as of the Closing Date, and any liability of the Purchaser Parent with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts Company and the Trustees acting on their behalfShareholders, 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 information furnished to, or any investigation made by or knowledge of, any of 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 or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Stockholders Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Selling Stockholders (including, subject to the immediately succeeding proviso, including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Certificate and the Selling Stockholder Compliance CertificatesCompany's Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; providedPROVIDED, however, that the Specified Representations shall expire on the Applicable Specified Representations Expiration Date; and provided further, howeverHOWEVER, that if, at any time prior to the first anniversary of the Closing Date (with respect to the representations and warranties made by the Company and the Selling Stockholders other than the Specified Representations) or the Applicable Specified Representations Expiration Date (with respect to the Specified Representations)Date, any Indemnitee (acting in good faith) delivers to the Stockholders' Agent (as defined in Section 10.1 below) a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by 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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing or the Applicable Specified Representations Expiration Date, as applicable, until such time as such claim is fully and finally resolved. All The representations and warranties made by Parent and Merger Sub in Section 3 hereof shall survive the Purchaser Closing and shall terminate and expire as on the first anniversary of the Closing Date, and any liability of the Purchaser Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, the Selling Stockholders, the Trusts and the Trustees acting on their behalf, 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 information furnished to, or any investigation made by or knowledge of, any of 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 or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Stockholders in this Agreement.