Common use of Survival of Representations, Warranties and Covenants Clause in Contracts

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) All representationsthrough (g), warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i), (j) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall and (k) will survive the Closing Date for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall not expire unless otherwise expressly provided in this Agreementhave no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the covenantsProperty, agreements or obligations of written disclosure by Seller or Seller’s agents and employees) that contradicts any of the Transferor Parties Seller’s representations, warranties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warrantiescertifications, and all claims of any Transferor Party Indemnitee Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or Acquiring Party Indemnitee in respect of any breach of any such representation or warrantyundertaken by Seller under this Agreement, shall unless otherwise specifically provided herein, will not survive the Closing Date but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall expire 30 days after mean the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had present actual knowledge of that inaccuracy before the ClosingXxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party contained Seller set forth in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this AgreementSection 8.1, and shall expire 18 months following the Closing Datecovenants of Seller set forth in Section 7.1, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall will survive the Closing Date for a period of nine (9) months. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations and warranties, or any such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy, or any such breach exceeds Twenty Thousand and No/100 Dollars ($20,000.00); it being agreed that if such threshold amount shall not expire unless otherwise expressly provided be exceeded, Purchaser may recover all damages from "first dollar". In addition, in no event will Seller's liability for all such breaches relating to this AgreementAgreement and/or any other Portfolio Sale and Purchase Agreement (including, without limitation, statements made by Seller in any Closing Document) exceed with respect to the Property and the other Portfolio Properties, in the aggregate, the sum of Three Million and No/100 Dollars ($3,000,000.00). Subject to Section 8.3 (b) above, Seller shall have no liability with respect to any of Seller's representations, warranties and covenants herein if, prior to the Closing, Purchaser has knowledge (from whatever source, including, without limitation, the covenantsany estoppel certificates, agreements or obligations as a result of any Purchaser's due diligence tests, investigations and inspections of the Transferor Parties Property, or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 written disclosure by Seller or Seller's agents and 9.4; and (iiemployees) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of a covenant of Seller herein, or if the officers and employees of Purchaser primarily responsible for this transaction have actual knowledge (as opposed to constructive or imputed knowledge) or obtain knowledge that contradicts any such representation of Seller's representations, warranties and covenants herein or warrantystatements made by Seller in any Closing Document, shall and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing Date but will be merged into the Deed and shall expire 30 days after other Closing documents delivered at the expiration of all applicable statutes of limitations, including extensions thereofClosing. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided contrary contained in Section 9.5 has been given prior to 8.3 or this Section 8.4, if at any time after the expiration of the representationEvaluation Period but prior to Closing, warrantyPurchaser discovers that Seller has failed to provide Purchaser with any lease or lease amendment which contains terms and conditions which have a material, covenantadverse effect upon the Property and/or the ability of Seller to consummate the transactions contemplated herein, agreement Purchaser, as its sole and exclusive remedy shall have the right to terminate this Agreement by written notice to Seller (the "Discovery Notice") no later than the sooner of four days from the date of such discovery or obligation upon which Closing. In the event of such claim is based termination, Purchaser shall not expirereceive a refund of the Xxxxxxx Money Deposit, and claims for indemnification thereon may be pursuedupon the return of the Xxxxxxx Money Deposit, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrarytogether with its actual, indemnification for claims which arise reasonable out of pocket expenses incurred in connection with the fraud, gross negligence, action taken transactions contemplated herein as well as in bad faith or intentional misrepresentation each of the Indemnifying Party other Portfolio Sale and Purchase Agreements, there shall expire 30 days after be no further obligations or liabilities between the expiration parties except for the Termination Surviving Obligations. Purchaser's failure to deliver the Discovery Notice shall be deemed Purchaser's election to proceed to Closing. In the event that such lease or lease amendment is either (i) immaterial, or (ii) material as set forth above but Purchaser proceeds to Closing as set forth herein, then Purchaser shall be deemed to have waived its right to receive a reimbursement of all applicable statutes any of limitationsits out of pocket expenses, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if as set forth above, and Purchaser shall close the Indemnifying Party establishes that transaction with no credit against, or reduction of, the Indemnitee had knowledge of that inaccuracy before the Closing.Purchase Price. ARTICLE IX

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party contained in to this Agreement will survive the Closing and all claims continue in full force and effect for a period of any Acquiring Party Indemnitee or Transferor Party Indemnitee [**](31) after the Closing Date except for the representations and warranties set forth in respect of any breach of any representationSection 7(a) (Organization), warrantySection 7(b) (Authority), covenantSection 7(g) (No Violation), agreement or obligation of any Indemnifying Party contained in this AgreementSection 7(h) (Title to Assets),, Section 8(a) (Organization), Section 8(b) (Authority), 8(g) (Brokers),8(h) (Legal Proceedings) and 8(j) (Independent Investigation) shall survive the execution Closing for a period of this Agreement, and shall expire 18 months following [**](32) after the Closing Date, except that: (i) the covenants, agreements or obligations of any . None of the Transferor Parties covenants or any of the Acquiring Parties which by their terms are to be performed after the execution of other agreements contained in this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, other than those which by their terms contemplate performance after the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and WarrantiesClosing Date, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any each such representation or warranty, surviving covenant and agreement shall survive the Closing Date for the period contemplated by its terms. Notwithstanding the foregoing, if, with respect to any of the representations and shall expire 30 days after the expiration of all applicable statutes of limitationswarranties, including extensions thereof. (b) Notwithstanding anything herein any indemnified Party under Section 13 hereof delivers to the contrary, indemnification for claims for which indemnifying Party under Section 13 hereof a written notice alleging in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party within the applicable survival time period (and setting forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) and asserting in good faith a claim for recovery under Section 13 hereof based on such alleged breach, then said representation or warranty underlying the claim asserted in such notice shall survive until such time as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expirefully and finally resolved. For the avoidance of doubt, and claims neither Party will have liability (for indemnification thereon may be pursuedor otherwise) with respect to any representation or warranty in this Agreement unless, until on or before the final resolution applicable survival time period, a Party notifies the other Party making such representation or warranty in writing of such claim. (c) Notwithstanding anything herein a claim specifying the factual basis of that claim in reasonable detail to the contrary, indemnification extent then known by the Party delivering notice. Nothing in this Section 12 will limit any remedy a Party may have against any person for claims which arise out of the fraud, gross negligence, action taken fraud in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under connection with this Agreement for any loss resulting from an inaccurate representation herein if and the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closingtransactions contemplated hereby under applicable tort laws.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Section 8.1, the covenants of Seller set forth in Sections 7.1 and 7.4, and the certifications contained in any Seller estoppels delivered under the second paragraph of Section 7.2 will survive the Closing for a period of twelve (a12) months, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, or any such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy, or any such breach, exceeds Twenty-Five Thousand Dollars ($25,000) for the Property; and then only to the extent of such excess. In addition, in no event will Seller's liability for all such breaches exceed, in the aggregate, the sum of One Million Dollars ($1,000,000) for the Property unless such liability is incurred due to fraudulent acts of Seller, in which event such liability cap shall not apply. Seller shall have no liability with respect to any such representation, warranty, certification or covenant if, prior to the Closing, Purchaser has actual knowledge of any breach of such representation, warranty, certification or covenant, or any Document made available or delivered for Purchaser's review, tenant estoppel certificate, due diligence test, investigation or inspection of the Property by Purchaser or any Licensee Party, or written disclosure by Seller or Seller's agents or employees discloses one or more facts that conflict with any such representation, warranty, certification, or covenant, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing or termination of this Agreement, as applicable, without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants, covenants and agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee made or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in undertaken by Seller under this Agreement, shall survive the execution of this Agreementunless otherwise specifically provided herein, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall will not survive the Closing Date but will be merged into the Deed and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the other Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before documents delivered at the Closing.

Survival of Representations, Warranties and Covenants. (a) All Notwithstanding any right of Buyer to investigate the affairs of the Insurance Companies and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation, Buyer has the right to rely upon the representations, warranties, covenants, covenants and agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Seller contained in this Agreement. Notwithstanding any right of Seller to investigate the affairs of Buyer and notwithstanding any knowledge of facts determined or determinable by Seller pursuant to such investigation, shall survive Seller has the execution right to rely upon the representations, warranties, covenants and agreements of Buyer contained in this Agreement. Except for the representations and warranties contained in Sections 3.12 (Taxes) and 3.13 (Employee Benefit Matters), all representations and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements warranties made by Seller or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution Buyer in Articles 3 and 4 of this Agreement or in any document, certificate, Schedule or instrument delivered or executed in connection herewith shall survive the Closing Date for the period of 540 days after the Closing Date. The representations and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties warranties in Sections 5.7, 5.8, 9.1, 9.2 3.12 (Taxes) and 9.4; and 3.13 (iiEmployee Benefit Matters) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire until 30 days after the expiration of all applicable relevant statutes of limitationslimitations (including all periods of extension, including extensions thereof. (b) Notwithstanding anything herein whether automatic or permissive). The representations and warranties contained in this Agreement shall expire on the last day of the applicable survival period set forth above and all claims for inaccuracy or breach of said representations and warranties will be deemed waived unless written notice of the inaccuracy or breach thereof shall have been given to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given breaching party prior to the expiration of the representationapplicable survival period, warranty, covenant, agreement in which event such representation or obligation upon which warranty shall survive to the extent of the claim referred to in the notice until such claim is based has been resolved. Notwithstanding the foregoing, no time limits shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimapplicable with regard to any Action listed on Schedule 10.2. (cb) Notwithstanding anything herein All covenants and agreements made by the parties to this Agreement which contemplate performance following the Closing Date shall survive the Closing Date. All other covenants and agreements shall not survive the Closing Date and shall terminate as of the Closing to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken extent that such covenants were performed in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofaccordance with their terms. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The representations, warranties, covenants, agreements warranties and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any covenants of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of parties made in this Agreement shall survive the Closing Date Closing, without regard to any investigation by the parties with respect thereto, as follows: (a) The representations and warranties set out in Sections 3.1 (Organization, Standing; Authorization; Capacity)), 3.3 (Tax Matters), 3.5(a) (Title to Acquired Assets), 3.10 (Real Estate Taxes), 3.16(b) (Preneed and Trust Accounts and Contracts), 3.24 (No Brokers) and 4.1 (Authority) (claims with respect to any of the foregoing representations and warranties referred to herein as “Special Claims”), and the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall not expire unless otherwise expressly provided survive for a period equal to the statute of limitations pertaining thereto; (b) All other representations and warranties made in this Agreement, includingand the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall survive for a period of two (2) years after the Closing; (c) Any claims, actions or suits that either the Sellers, on the one hand, or the Buyer, on the other hand, may have against the other that arise from any actual fraud on the part of such other party in connection with this Agreement or the transactions contemplated hereunder, shall continue in full force and effect without limitation; (d) All covenants and agreements made in this Agreement, and the covenants, agreements or indemnification obligations of any the parties with respect to breaches of such covenants and agreements, shall survive for a period equal to the statute of limitations or the period of time specified herein for a particular covenant or agreement; provided, however that the covenants contained in Section 5.19 (Further Assurances) and the indemnification obligations of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in parties with respect of any breach of any such representation or warrantyto breaches thereof, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof.indefinitely; and (be) Notwithstanding the foregoing or anything herein else to the contrary, indemnification for claims for which written notice if any claim or proceeding is to be made or brought by an Indemnitee (as provided defined in Section 9.5 has been given prior to 8.8) within the expiration of applicable time period set forth above in this Section 8.2, such claim, and the representation, warranty, covenant, agreement or obligation upon which warranty and/or covenant alleged to have been breached in such claim is based shall not expireor proceeding, and claims for all indemnification thereon may be pursuedobligations of the parties with respect thereto, shall survive until the final resolution of such claimclaim by settlement, arbitration, litigation or otherwise. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The representations and warranties of the Company Parties and Investors contained in this Agreement shall survive for a period of eighteen (18) months after the Closing Date (except for (i) representations and warranties contained in Sections 3.20 (Tax Matters) and 3.29 (Employment Benefit Plans), which shall survive until the expiry of the applicable statute of limitations and (ii) the Specified Representations, which shall survive indefinitely). Any claim for indemnification in respect of any representation or warranty that is not asserted by notice given as herein provided relating thereto prior to the expiration of the specified period of survival shall not be pursued and is hereby irrevocably waived after the expiration of such period of survival. Any claim for an Indemnifiable Loss in respect of such a breach asserted within such period of survival as herein provided will be timely made for purposes hereof. (b) Unless a specified period is set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive and remain in effect indefinitely. (c) The right to indemnification or any other remedy based on representations, warranties, covenants, covenants and agreements and obligations of each Indemnifying Party contained in this Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and all claims delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any such representation, warranty, covenant, agreement covenant or obligation agreement. The waiver of any Indemnifying Party contained in this Agreement, shall survive condition based on the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach accuracy of any such representation or warranty, shall survive or on the Closing Date performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofagreements. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 24 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Article 5 or Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsThe representations and warranties of Seller and Buyer contained in this Agreement, warrantiesthe Bxxx of Sale and Assignment and Assumption Agreements, covenantsand the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that the representations and warranties contained in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”) shall survive the Closing until the later of (A) the five-year anniversary of the Closing Date and (B) 60 days past the expiration of the statute of limitations applicable to matters covered thereby (after giving effect to any waiver or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process). (b) The covenants and agreements of Seller and obligations of each Indemnifying Party Buyer contained in this Agreement and all claims the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing for a period of 12 months after the Closing Date. The covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part after the Closing shall survive until performed in accordance with their respective terms. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any Acquiring Party Indemnitee otherwise applicable statute of limitations, whether arising at law or Transferor Party Indemnitee in respect of any equity. No claim for breach of any representation, warranty, covenant, covenant or agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any may be brought after expiration of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties applicable survival periods set forth in Sections 5.7, 5.8, 9.1, 9.2 8.1(a) and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary); provided that if, indemnification for claims for which written notice as provided in Section 9.5 has been given at any time prior to the expiration or termination of the representationapplicable survival period, warrantya party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), covenant, agreement then the claim asserted in such notice shall survive the expiration or obligation upon which termination of the applicable survival period until such time as such claim is based shall not expirefully and finally resolved, and claims for indemnification thereon may be pursued, until the final resolution no Person shall assert that any shorter statute of limitations period applies prior to such claimtime. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, shall survive the execution representations, warranties and covenants of Sellers set forth in this Agreement and Sellers’ liability under any provision of this Agreement, and shall expire 18 months following under any Closing Document (as defined below), will survive the Closing Datefor a period ending on November 30, except that: 2016; provided however, that if Purchaser delivers written notice(s) to Seller(s) of a breach of a representation, warranty or covenant of Seller(s) prior to the expiration of such period (such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) shall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, if applicable, the resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller Survival Period”). Purchaser shall not have any right to bring any action for monetary damages against such Seller as a result of (i) any untruth, inaccuracy or breach of such representations and warranties under this Agreement, or any Closing Document, or (ii) the covenantsfailure of Sellers to perform their obligations under any other provision of this Agreement, or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of all such untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and costs due to Purchaser) exceeds $100,000. In addition, in no event will Sellers’ liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, or obligations of under any Closing Documents (including Sellers’ liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, one percent (1%) of the Transferor Parties or any Purchase Price. In order to secure Sellers’ obligations set forth in this Section 16.1(a), Sellers shall cause Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, (“Guarantor”), to execute and deliver a guaranty in favor of Purchasers guaranteeing Sellers’ obligations under this Section 16.1(a) for the duration of the Acquiring Parties which by their terms are Survival Period (the “Guaranty”). (b) Sellers shall have no liability to be performed after Purchaser following Closing with respect to any specific representation, warranty or covenant of Sellers herein if, prior to the execution Closing, Purchaser has actual knowledge of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreementsuch specific breach of a representation, warranty or covenant of Sellers herein (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s review of the covenantsDue Diligence Items and its due diligence tests, agreements investigations and inspections of the Property, or obligations of written disclosure by Sellers or Sellers’ agents and employees), that contradicts any of the Transferor Parties Sellers’ representations, warranties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warrantiescovenants herein, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive Purchaser nevertheless consummates the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimtransaction contemplated by this Agreement. (c) Notwithstanding anything herein to the contraryThe Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, indemnification for claims which arise out of the fraudwarranties, gross negligence, action taken in bad faith covenants and agreements made or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee undertaken by Sellers or Purchaser under this Agreement for any loss resulting from an inaccurate representation herein if Agreement, unless otherwise specifically provided herein, will not survive the Indemnifying Party establishes that Closing Date but will be merged into the Indemnitee had knowledge of that inaccuracy before Closing Documents delivered at the Closing. The Termination Surviving Obligations shall survive termination of this Agreement without limitation unless a specified period is otherwise provided in this Agreement. The limitations on Sellers’ liability contained in this Article XVI are in addition to, and not limitation of, any limitation on liability provided elsewhere in this Agreement or by law or any other contract, agreement or instrument.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained herein, the Ancillary Agreements or any certificate or other document delivered pursuant hereto or thereto or in this Agreement connection with the Subject Transactions and all claims of any Acquiring Party Buyer Indemnitee or Transferor Party Shareholder Indemnitee in respect of any breach of any such representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this AgreementParty, shall survive the execution of this Agreement, Closing and shall expire 18 months following on the second anniversary of the Closing Date, except that: (i1) the covenants, agreements or and obligations of any of contained in this Agreement, the Transferor Parties Ancillary Agreements or any of certificate or other document delivered pursuant hereto or thereto or in connection with the Acquiring Parties Subject Transactions which by their terms are to shall be performed after the execution of this Agreement Closing shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4this Section 9.02(a); and (ii2) each of the Excluded Representations following representations, warranties, covenants, agreements and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, obligations shall survive the Closing Date and shall expire 30 thirty (30) days after the expiration of all applicable statutes of limitations, including extensions thereof: (A) the Fundamental Representations, and all claims of any Buyer Indemnitee in respect of any breach of inaccuracy or misrepresentation in any such representation, warranty, covenant, agreement or obligation against the Shareholders as Indemnifying Parties, regardless of whether such breach, inaccuracy or misrepresentation arises out of fraud or willful misconduct; (B) all claims of any Buyer Indemnitee in respect of any breach of any inaccuracy or misrepresentation in or the breach of any representation, warranty, covenant, agreement or obligation made by the Company or any Shareholder in this Agreement, the Ancillary Agreements or any certificate or other document delivered pursuant hereto or thereto or in connection with the Subject Transactions arising out of fraud or willful misconduct; (C) the representations, warranties, covenants, agreements and obligations set forth in Sections 5.01, 5.02 and 5.03 of this Agreement and all claims of any Shareholder Indemnitee in respect of any breach of or inaccuracy or misrepresentation in any such representation, warranty, covenant, agreement or obligation against the Buyer as Indemnifying Party, regardless of whether such breach, inaccuracy or misrepresentation arises out of fraud or willful misconduct; and (D) all claims of any Shareholder Indemnitee in respect of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant, agreement or obligation made by Buyer in this Agreement, the Ancillary Agreements or any certificate or other document delivered pursuant hereto or thereto or in connection with the Subject Transactions arising out of fraud or willful misconduct. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 9.03 has been timely given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based as provided herein shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimclaim in accordance with Sections 9.03 and 11.10. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsRegardless of any investigation conducted by any party hereto and any information which any party may receive or knowledge they may have, warranties, covenants, all of the covenants and agreements and obligations of each Indemnifying Party the parties contained in or made pursuant to this Agreement shall survive (and not be affected in any respect by) the Closing as provided herein. (b) The representations and warranties of the Company contained in or made pursuant to this Agreement and all claims of any Acquiring Party Indemnitee the indemnity obligations for the inaccuracy or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party such representations and warranties contained in this AgreementSection 7.2(a) hereof shall terminate on, and no new claim or Action with respect thereto may be brought, after the lapse of eighteen (18) months following the Closing Date; provided, however, that the representations and warranties contained in Sections 3.15 (Intellectual Property), 3.16 (Taxes) and Section 3.12 (Labor and Employment Matters) and any claims related thereto pursuant to Section 7.2(a) and 7.2(c) shall survive the execution of this Agreement, and shall expire 18 for twenty four (24) months following the Closing Date, except that: and provided, further, that for purposes of claims by Indemnified Parties under the Voting and Joinder Agreement and/or Joinder Agreement (icollectively, the “Joinder Agreements”), the representations and warranties contained in Section 2.1 (Organization; Authority; No Conflicts) the covenants, agreements or obligations of any and Section 2.3 (Ownership) of the Transferor Parties or Joinder Agreements and any claims pursuant to Section 7.2(e) hereunder shall survive until the last day of the Acquiring Parties which by their terms are to be performed after the execution applicable statute of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereoflimitations period. (bc) Notwithstanding anything herein The representations and warranties and covenants and agreements and the applicable indemnity obligations with respect thereto pursuant to this Article VII for the inaccuracy or breach thereof that terminate pursuant to this Section 7.1, shall not terminate with respect to (and to the contraryextent of) any claim, indemnification for claims for whether or not fixed as to liability or liquidated as to amount, with respect to which written notice as provided in Section 9.5 the Securityholder Representative has been given written notice in accordance with the terms hereof from the Indemnified Party prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which applicable survival period until such time as any such claim is based shall not expire, and claims for indemnification thereon may be pursued, until resolved in accordance with the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofterms hereof. (d) No Indemnifying Party is required to indemnify any Indemnitee The parties acknowledge that the time periods set forth in this Section 7.1 for the assertion of claims and notices under this Agreement are the result of arms’ length negotiation among the parties and that they intend for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes time periods to be enforced as agreed by the parties. The parties further acknowledge that the Indemnitee had knowledge of that inaccuracy before the Closingtime periods set forth in this Section 7.1 may be shorter than otherwise provided by Law.

Survival of Representations, Warranties and Covenants. If the Stock Purchase is consummated, (a) All representationsthe representations and warranties made by the Company in Article II (as modified by the Company Disclosure Letter (including any exhibit to or schedule of the Company Disclosure Letter) and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, warrantiesregardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 12 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations; provided, further, that (i) no right to indemnification pursuant to Article IX in respect of any claim that is set forth in a Claim Certificate delivered to the Equityholders’ Representative on or prior to the expiration of such representations and warranties shall be affected by such expiration and (ii) such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any Fraud, intentional misrepresentation or willful misconduct until the expiration of the applicable statute of limitations, and (b) the representations and warranties made by the Purchaser herein and in the Purchaser Disclosure Letter (including any exhibit to or schedule of the Purchaser Disclosure Letter) shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 12 months following the Closing Date. If the Stock Purchase is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement Agreement, and all claims of any Acquiring Party Buyer Indemnitee or Transferor Party Seller Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, Agreement shall survive the execution of this Agreement, Closing and shall expire 18 months following on the eighteenth month anniversary of the Closing Date, except that: (i) the covenants, agreements covenants or obligations of any of the Transferor Parties Seller Parties, Parent or any of the Acquiring Parties Buyer which by their terms are to be performed after the execution of this Agreement Closing shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and; (ii) the Excluded Representations representations and Warrantieswarranties set forth in Sections 3.02, 3.03(a), 3.09 and 4.04 of this Agreement and all claims of any Transferor Party Indemnitee or Acquiring Party Buyer Indemnitee in respect of any breach of any such representation or warranty, warranty against any of the Seller Parties as Indemnifying Party shall survive the Closing Date and shall not expire; (iii) the representations and warranties set forth in Section 3.21 of this Agreement and all claims of any Buyer Indemnitee in respect of any breach of any such representation or warranty or in respect of the Seller Parties' indemnification obligations under Section 9.01(a)(iv) of this Agreement against any of the Seller Parties as Indemnifying Party shall survive the Closing Date and shall not expire 30 until thirty (30) days after the expiration of any applicable statute of limitations, including extensions thereof; (iv) the representations and warranties set forth in Section 3.17 of this Agreement and all claims of any Buyer Indemnitee in respect of any breach of such representation or warranty against any of the Seller Parties as Indemnifying Party shall survive the Closing Date and shall not expire until the third anniversary of the Closing Date; and (v) all claims of any Buyer Indemnitee against any of the Seller Parties as an Indemnifying Party in respect of any claim arising out of fraud or willful misrepresentation or misconduct shall survive the Closing Date and shall not expire until thirty (30) days after the expiration of any applicable statutes statute of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 9.04 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimclaim in accordance with Section 10.11. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The representations, warranties, covenants, agreements warranties and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any covenants of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of parties made in this Agreement shall survive the Closing Date Closing, without regard to any investigation by the parties with respect thereto, as follows: (a) The representations and warranties set out in Sections 3.1 (Organization, Standing; Authorization; Capacity), 3.3 (Tax Matters), 3.5(a) (Title to Acquired Assets), 3.10 (Real Estate Taxes), 3.16(b) (Pre-need and Trust Accounts and Contracts), 3.24 (No Brokers), 3.27 (Corporate Status of SVMP) and 4.1 (Authority) (claims with respect to any of the foregoing representations and warranties referred to herein as “Special Claims”), and the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall not expire unless otherwise expressly provided survive for a period equal to the statute of limitations pertaining thereto; (b) All other representations and warranties made in this Agreement, includingand the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall survive for a period of two (2) years after the Closing; (c) Any claims, actions or suits that the Seller, on the one hand, or the Buyer, on the other hand, may have against the other that arise from any actual fraud on the part of such other party in connection with this Agreement or the transactions contemplated hereunder, shall continue in full force and effect without limitation; (d) All covenants and agreements made in this Agreement, and the covenants, agreements or indemnification obligations of any the parties with respect to breaches of such covenants and agreements, shall survive for a period equal to the statute of limitations or the period of time specified herein for a particular covenant or agreement; provided, however that the covenants contained in Section 5.18 (Further Assurances) and the indemnification obligations of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in parties with respect of any breach of any such representation or warrantyto breaches thereof, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof.indefinitely; and (be) Notwithstanding the foregoing or anything herein else to the contrary, indemnification for claims for which written notice if any claim or proceeding is to be made or brought by an Indemnitee (as provided defined in Section 9.5 has been given prior to 8.8) within the expiration of applicable time period set forth above in this Section 8.2, such claim, and the representation, warranty, covenant, agreement or obligation upon which warranty and/or covenant alleged to have been breached in such claim is based shall not expireor proceeding, and claims for all indemnification thereon may be pursuedobligations of the parties with respect thereto, shall survive until the final resolution of such claimclaim by settlement, arbitration, litigation or otherwise. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained Except as otherwise provided in this Agreement Section 10.02, all representations and all warranties contained herein and the right to assert claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, thereof shall survive the execution Closing (and the delivery of this any other Transaction Agreement) and any investigation heretofore or hereafter conducted by or on behalf of, or knowledge obtained or obtainable by such investigation by, the party entitled to benefit thereof, and shall expire 18 eighteen (18) months following after the Closing Date, except that:. (ib) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitationNotwithstanding Section 10.02(a) above, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties representations and warranties made in Sections 5.74.01, 5.84.02, 9.14.08(c), 9.2 4.10, 4.16 and 9.4; and (ii) the Excluded Representations and Warranties4.18, and all any claims of any Transferor Party Indemnitee against Sellers for fraud or Acquiring Party Indemnitee intentional misrepresentation, and the right to assert claims in respect of any breach of any such representation or warrantythereof, shall survive the Closing Date for the longest period allowed by Applicable Law, and the representations and warranties made in Section 4.14, and the right to assert claims in respect of any breach thereof, shall expire 30 days after on the expiration sixth (6th) anniversary of all applicable statutes of limitations, including extensions thereofthe Closing Date. (bc) Notwithstanding anything to the contrary herein, the survival period in respect of any representation or warranty in this Agreement, or any related claim, shall be extended automatically to include any time period necessary to resolve a claim for indemnification that was asserted in accordance with this Article X before expiration of such survival period, but not resolved prior to its expiration. Liability for any such item shall continue until such claim shall have been finally settled, decided or adjudicated. (d) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided the covenants, agreements or obligations contained herein shall survive the Closing (and the delivery of any other Transaction Agreement) in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, accordance with their respective terms and claims for indemnification thereon may be pursued, until the final resolution of such claimconditions. (ce) Notwithstanding anything herein to the contraryTHE INDEMNITIES SET FORTH IN THIS ARTICLE X ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SIMPLE OR GROSS NEGLIGENCE (WHETHER SOLE, indemnification for claims which arise out of the fraudCONCURRENT, gross negligenceACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY INDEMNITEE. THE PARTIES HERETO ACKNOWLEDGE THAT THE INDEMNITIES SET FORTH HEREIN MAY RESULT IN THE INDEMNIFICATION OF A PARTY FOR ITS SIMPLE OR GROSS NEGLIGENCE (WHETHER SOLE, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitationsCONCURRENT, including extensions thereofACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF THE INDEMNIFIED PARTY. NOTWITHSTANDING THE FOREGOING, NO INDEMNIFYING PARTY SHALL BE OBLIGATED TO INDEMNIFY ANY OTHER PARTY FOR ANY LOSSES OR EXPENSES PURSUANT TO THIS ARTICLE X TO THE EXTENT THAT THE AMOUNT OF THE LOSSES OR EXPENSES INCURRED BY THE INDEMNIFIED PARTY WERE GREATER THAN THEY OTHERWISE WOULD HAVE BEEN AS A DIRECT RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. Except as set forth in this Section 6.4, the representations and warranties of the parties contained herein shall survive until the second anniversary of the Closing (a) All representationsthe "Expiration Date"), warrantiesand no party may seek indemnification under this Article 6 with respect to a breach of a representation or warranty after the Expiration Date; provided, covenantshowever, agreements that the representations and obligations of each Indemnifying Party warranties contained in this Agreement Sections 2.1, 2.2, 2.5, 2.6, 2.14, 2.15, 2.16, 3.1, 3.2, 3,5, 3.6, 3.13, 3.14 and 3.15 shall survive until 90 days after the applicable statute of limitations (including any and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in valid extensions thereof) and a party may seek indemnification with respect of any to a breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given warranty any time prior to the expiration of such statute of limitations. Notwithstanding anything to the representationcontrary contained herein, warrantyall representations and warranties made by each of VNCI, covenantB2B and Moneyline in this Agreement or in any schedule or other document delivered pursuant hereto, agreement and the liability with respect thereto, shall not terminate with respect to any claim, whether or obligation upon not fixed as to liability or liquidated as to amount, with respect to which such party has been given written notice stating the nature of the claim is based prior to the date on which such representation or warranty expires. The parties' respective covenants and agreements contained in this Agreement or in any certificate, schedule, list, exhibit, agreement, document or other writing delivered pursuant hereto or in connection with the transactions contemplated hereby shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) survive indefinitely unless otherwise set forth herein or therein. Notwithstanding anything herein to the contrarycontrary in this Agreement, indemnification for claims which arise out (a) no investigation by, or knowledge of, a party shall affect the representations, warranties, covenants and agreements of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee other parties under this Agreement for or in any loss resulting from an inaccurate representation herein if certificate, schedule, list, exhibit, agreement, document or other writing delivered pursuant hereto or in connection with the Indemnifying Party establishes transactions contemplated hereby and by the Transaction Agreements furnished or to be furnished to the other parties and (b) such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the Closing or of the fact that the Indemnitee had knowledge other party or parties knew or should have known that any of that inaccuracy before the Closingsame is or might be inaccurate in any respect.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, the parties shall survive until the execution second (2nd) anniversary of this Agreement, and shall expire 18 months following the Closing Date, Date except that: that (i) the covenantsrepresentations and warranties set forth in Sections 9(a) (Corporate Organization), agreements or obligations 9(c) (Title to Assets), 9(j) (Power, Authority and Enforceability), 10(a) (Corporate Organization), and 10(b) (Power, Authority and Enforceability) shall survive indefinitely (the “Fundamental Representations”), and (ii) the representations and warranties set forth in 9(e) (Environmental Matters), 9(f) (Loans), 9(p) (Employment; Labor), 9(q) (Tax Matters), 9(r) (ERISA) and 9(s) (IP) shall survive until the earlier of any (1) thirty (30) days following the expiration of the Transferor Parties applicable statute of limitations, or any (2) five (5) years from the anniversary of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date (such time periods, as applicable, are each referred to as the “Survival Period”). The parties hereto specifically intend that the statutory statutes of limitations of Legal Requirements applicable to each of the representations and warranties be superseded and replaced by the relevant Survival Period. It is also the intention of the parties hereto that any claim for indemnification or suit initiated with respect to any representations and warranties that is not asserted by written notice by the Indemnified Party to the Indemnifying Party (which written notice shall not expire unless otherwise expressly provided in this Agreementcontain the amount of such claim and describe the facts then known by the Indemnified Party relating to such claim, including, without limitation, the covenants, agreements or obligations of any of reason why the Transferor Parties or any of Indemnified Party believes the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 claim is subject to indemnification by the Indemnifying Party) within the relevant Survival Period may not be pursued and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any is hereby irrevocably waived after such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereoftime. (b) Notwithstanding anything herein All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the contraryextent that non-compliance with such covenants or agreements is (1) waived in writing by the party entitled to such performance, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim(2) otherwise specifically permitted by this Agreement. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements Each representation and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained warranty made in this Agreement, shall survive the execution of this Agreementother schedules, exhibits and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements certificates delivered or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of delivered pursuant to this Agreement shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto and each such representation and warranty shall expire on the second anniversary of the Closing Date, except for the representations and warranties set forth in Section 5.10 (only with respect to Equipment and inventory) which shall expire six (6) months from the Closing Date and in Section 5.23 which shall not expire unless otherwise expressly provided on the later of four and a half (4 1/2) months from the Closing Date and February 15, 1999 and except for the representations and warranties set forth in this AgreementSections 5.09, including5.19, without limitation5.20 and 5.22, which shall survive the covenants, agreements or obligations of any Closing until sixty (60) days after the expiration of the Transferor Parties applicable statute of limitations (including all waivers or extensions thereof). After the expiration of such periods, any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of claim by a party hereto based upon any such representation or warranty, shall survive the Closing Date be of no further force and shall expire 30 days after the expiration of all applicable statutes of limitationseffect, including extensions thereof. (b) Notwithstanding anything herein except to the contrary, indemnification extent a party has asserted a claim for claims for which written notice as provided in Section 9.5 has been given breach of any such representation or warranty (including matters not then quantifiable) prior to the expiration of such period, in which event any representation or warranty to which such claim relates shall survive with respect to such claim until such claim is resolved as provided in this Article XII. The covenants and agreements contained herein to be performed or complied with after the Closing (including, without limitation, the covenants set forth in Sections 4.2 and 4.3) shall survive the Closing for so long as such covenants and agreements shall remain executory in nature. The right to indemnification, reimbursement, or other remedy based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) about, the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenantcovenant or obligations. The waiver of any condition based on the accuracy of any representation or warranty, agreement or obligation upon which on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement, or other remedy based on such claim is based shall not expirerepresentations, warranties, covenants and claims for indemnification thereon may be pursued, until the final resolution of such claimobligations. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Company contained in Article II of this Agreement or in the Company Certificate shall survive the fifteen (15) month period immediately following the Closing Date (the expiration of such period, the “Survival Date”); provided, however, that the Fundamental Representations hereof shall survive for the seven (7) year period immediately following the Closing Date (the “Fundamental Rep Survival Date”), except for the representations and warranties of Company contained in Section 2.11 (Tax Matters) hereof shall survive until thirty (30) days following the expiration of the applicable statute of limitations. All representations, warranties, covenants, covenants and other agreements and obligations of each Indemnifying Party contained Company in this Agreement to be performed at or prior to the Closing shall terminate and all claims expire on the Survival Date. Notwithstanding the foregoing, in the event that notice of any Acquiring Party Indemnitee Claim for indemnification under this Article VIII has been delivered prior to the expiration of the applicable survival period specified above, the specific representation, warranty or Transferor Party Indemnitee covenant that is the subject of such indemnification claim shall survive with respect to such claim until such time as such claim is finally resolved pursuant to the terms hereof. (b) All representations and warranties made by Parent and Sub in Article III of this Agreement or in the Parent Certificate shall terminate and expire as of the Effective Time, and any liability of Parent or Sub with respect to such representations and warranties shall thereupon cease. (c) The parties acknowledge and agree that if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Loss as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenantcovenant or obligation, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: then (i) the covenants, agreements or obligations of without limiting any of the Transferor Parties or any rights of the Acquiring Parties which Surviving Corporation as an Indemnified Party) Parent shall also be deemed, by their terms are to be performed after the execution virtue of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any its ownership of the Transferor Parties or any stock of the Acquiring Parties Surviving Corporation, to have incurred such Loss as a result of and in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee connection with such inaccuracy or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofbreach. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The respective representations, warranties, covenants, covenants and agreements of the Company and obligations of each Indemnifying Party Purchaser contained herein or in this Agreement any certificate and any and all claims covenants and agreements herein or therein shall survive the Non-License Transfer Date or the Closing Date, as applicable, and shall remain in full force and effect to the following extent: (a) representations and warranties with respect to the Non-License Assets shall survive for a period of any Acquiring Party Indemnitee twelve (12) months after the Non-License Transfer Date; (b) representations and warranties with respect to the License Assets shall survive for a period of twelve (12) months after the Closing Date; (c) the covenants and agreements with respect to the Non-License Assets which by their terms survive the Non-License Transfer Date shall continue in full force and effect until fully discharged; (d) the covenants and agreements with respect to the License Assets which by their terms survive the Closing Date shall continue in full force and effect until fully discharged; (e) the Company's obligations with respect to all obligations and liabilities not assumed by Purchaser shall survive until such obligations and liabilities have been paid, performed or Transferor Party Indemnitee discharged in full; (f) Purchaser's obligations with respect of any breach of to all obligations and liabilities assumed by Purchaser hereunder shall survive until such obligations and liabilities have been paid, performed or discharged in full; (g) the covenants and agreements in Article 8 shall continue in full force and effect until fully discharged; and (h) any representation, warranty, covenant, covenant or agreement or obligation that is the subject of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties a claim which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given is asserted prior to the expiration of the representationsurvival period set forth in this Section 10.12, warranty, covenant, agreement or obligation upon which shall survive with respect to such claim is based shall not expire, and claims for indemnification thereon may be pursued, or dispute until the final resolution thereof; provided, however, that unless Purchaser shall notify the Company of such claim. any Claim or Damages at least ten (c10) Notwithstanding anything herein days prior to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitationsthe survival period set forth in clause (a) or (b) above, including extensions thereof. (d) No Indemnifying Party is required the Company shall have no obligation to indemnify any Indemnitee Purchaser under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the ClosingSection 8.1(a) with respect to such Claim or Damages.

Survival of Representations, Warranties and Covenants. (a) All The representations, warranties, covenants, agreements warranties and obligations covenants of each Indemnifying Party the Company and the Warrantors contained in this Agreement and all claims of any Acquiring Party Indemnitee certificate delivered by the Company or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in the Warrantors pursuant to this Agreement, Agreement shall survive the execution of this Agreement, and shall expire 18 Closing until the date that is twenty-four (24) months following the Closing Date; provided, except that: however, that the Company Fundamental Warranties and the Warrantor Fundamental Warranties shall survive the Closing indefinitely, and the representations and warranties set forth in Section 3.13 (iTaxes) shall survive the covenants, agreements or obligations of any Closing until the lapse of the Transferor Parties statute of limitation. Notwithstanding the foregoing, the covenants or any other agreements of the Acquiring Parties Company and/or the Warrantors contained in this Agreement (other than those set forth in Section 6.8 (Tax Filings and Payments), which shall survive the Closing until lapse of the statute of limitation) that by their terms are to be performed after the execution of this Agreement Closing shall survive the Closing Date in accordance with their terms for the time period contemplated for performance or, if no time period for performance is contemplated, for a period of twenty-four (24) months following the Closing, unless and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein only to the contrary, indemnification for claims for which extent that non-compliance with such covenants or agreements is waived in writing by the Purchaser. If written notice as provided in Section 9.5 of a claim for indemnification has been given in accordance with Section 9.2 prior to the expiration of the representationapplicable representations, warrantywarranties or covenants, covenantthen the relevant representations, agreement warranties or obligation upon which covenants shall survive as to such claim, until such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out has been finally resolved. The rights of the fraud, gross negligence, action taken in bad faith Purchaser to indemnification or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee other remedy under this Agreement for shall not be impacted or limited by any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes knowledge that the Indemnitee had knowledge Purchaser may have acquired, or could have acquired, at any time whether before or after the execution and delivery of that inaccuracy before this Agreement or the ClosingClosing Date, nor by any investigation or diligence by the Purchaser. The Warrantors hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of the Purchaser, and regardless of the results of any such investigation, the Purchaser has entered into the transactions contemplated by this Agreement in express reliance upon the representations and warranties of the Warrantors made in this Agreement.

Survival of Representations, Warranties and Covenants. If the Transaction is consummated, the representations and warranties made herein, in the Company Disclosure Letter (aincluding any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 15 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (i) All representationsthe IP Representations will remain operative and in full force and effect until the date that is 18 months following the Closing Date and (ii) the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations for such matter for claims that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with a failure in such representations or warranties; provided, further, that no right to indemnification pursuant to Article IX in respect of any claim that is set forth in a Claim Certificate delivered to Seller on or prior to the expiration of such representations and warranties shall be affected by such expiration; provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any fraud or intentional misrepresentation until the expiration of the applicable statute of limitations. If the Transaction is consummated, the representations and warranties made by Buyer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Transaction is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party Seller and Buyer contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not terminate and expire unless otherwise expressly provided in this Agreement, including, without limitation, on the covenants, agreements or obligations of any eighteen month anniversary of the Transferor Parties or any of Closing Date; provided, that (i) the Acquiring Parties representations and warranties made in Sections 5.73.1, 5.83.2, 9.13.4 and 3.11 (collectively “Seller Fundamental Representations”) and Sections 4.1, 9.2 4.2, 4.4 and 9.4; and 4.5 (collectively “Buyer Fundamental Representations”) shall survive indefinitely and (ii) the Excluded Representations representations and Warranties, warranties made in Sections 3.7 and all claims 3.10 shall survive until 60 days after the expiration of any Transferor Party Indemnitee or Acquiring Party Indemnitee the applicable statute of limitations. Any claim for indemnification in respect of any representation or warranty that is not asserted by notice given as required herein prior to the expiration of the applicable survival period specified in this Section 8.1(a) shall not be valid and any right to indemnification is hereby irrevocably waived after the expiration of such period of survival. Any claim properly made for an Indemnifiable Loss in respect of a breach of any such representation or warrantywarranty asserted within such period of survival as herein provided will be timely made for purposes hereof, in which case the survival period with respect to the applicable representation or warranty shall survive the Closing Date be extended solely for purposes of such claim until such claim is finally and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereoffully resolved. (b) Notwithstanding anything herein To the extent that it is to be performed after the contraryClosing, each covenant in this Agreement will, for purposes of this Article VIII, survive and remain in effect in accordance with its terms plus a period of six months thereafter, after which no claim for indemnification for claims for which written notice as provided with respect thereto may be brought hereunder. All covenants in Section 9.5 has been given this Agreement that by their terms are required to be fully performed prior to the expiration Closing will, for purposes of this Article VIII, survive the Closing until the eighteen month anniversary of the representationClosing Date, warrantyafter which no claim for indemnification with respect thereto may be brought hereunder. If a claim for indemnification is submitted with respect to any covenant within the applicable period of survival as set forth in this Section 8.1(b), covenant, agreement or obligation upon which the survival period with respect to such covenant shall be extended solely for purposes of such claim until such claim is based shall not expire, finally and claims for indemnification thereon may be pursued, until the final resolution of such claimfully resolved. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All No investigation heretofore or hereafter made by or on behalf of Buyer shall limit or affect the representations, warrantieswarranties or covenants of Seller, covenantseach of which shall survive any such investigation. Except as otherwise provided in this Section 8.2, agreements all representations and obligations warranties of each Indemnifying Party party hereto contained in this Agreement herein and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee either party in respect of any breach of any representation, warranty, covenant, agreement representation or obligation of any Indemnifying Party warranty contained in this Agreement, Agreement (including any indemnification hereunder with respect thereto) shall survive the execution of this Agreement, Closing and shall expire 18 months following on the third anniversary of the Closing Date, except that: (i) the covenants, agreements . All covenants or obligations of any of the Transferor Parties or any of the Acquiring Parties which that by their terms are to be performed after the execution Closing, shall survive the Closing and not expire unless otherwise provided in this Agreement. (b) Notwithstanding Section 8.2(a) above: (i) all representations and warranties made by Seller in Sections 4.5(c) (first sentence only), 4.7 and 4.12(a) (first sentence only); (ii) claims based upon fraud or intentional misconduct; and (iii) claims for breach of this Agreement any Seller’s obligation to consummate the transactions contemplated hereby or any covenant, agreement or obligation to be performed by Seller after the Closing shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after until the expiration of all any applicable statutes statute of limitations, including extensions thereof. (bc) Notwithstanding anything Section 8.2(a) above, the representations, and warranties made by Seller in Section 4.13 shall survive the Closing and shall expire on the sixth (6th) anniversary of the Closing Date. (d) Anything herein to the contrarycontrary notwithstanding, the survival period in respect of any claim shall be extended automatically to include any time period necessary to resolve a claim for indemnification for claims for which written notice as provided in Section 9.5 has been given was made prior to the expiration of the representationapplicable survival period but not resolved prior to its expiration, warranty, covenant, agreement or obligation upon which but any such extension shall apply only as to the claims asserted and not so resolved within the applicable survival period. Liability for any such item shall continue until such claim is based shall not expirehave been finally settled, and claims for indemnification thereon may be pursued, until the final resolution of such claimdecided or adjudicated. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party Seller and Buyer contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not terminate and expire unless otherwise expressly provided in this Agreement, including, without limitation, on the covenants, agreements or obligations of any eighteen month anniversary of the Transferor Parties or any of Closing Date; provided, that (i) the Acquiring Parties representations and warranties made in Sections 5.73.1, 5.83.2, 9.13.4 and 3.12 (collectively “Seller Fundamental Representations”) and Sections 4.1, 9.2 4.2 and 9.4; and 4.5 (collectively “Buyer Fundamental Representations”) shall survive indefinitely and (ii) the Excluded Representations representations and Warranties, warranties made in Sections 3.7 and all claims 3.9 shall survive until 60 days after the expiration of any Transferor Party Indemnitee or Acquiring Party Indemnitee the applicable statute of limitations. Any claim for indemnification in respect of any representation or warranty that is not asserted by notice given as required herein prior to the expiration of the applicable survival period specified in this Section 8.1(a) shall not be valid and any right to indemnification is hereby irrevocably waived after the expiration of such period of survival. Any claim properly made for an Indemnifiable Loss in respect of a breach of any such representation or warrantywarranty asserted within such period of survival as herein provided will be timely made for purposes hereof, in which case the survival period with respect to the applicable representation or warranty shall survive the Closing Date be extended solely for purposes of such claim until such claim is finally and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereoffully resolved. (b) Notwithstanding anything herein To the extent that it is to be performed after the contraryClosing, each covenant in this Agreement will, for purposes of this Article VIII, survive and remain in effect in accordance with its terms plus a period of six months thereafter, after which no claim for indemnification for claims for which written notice as provided with respect thereto may be brought hereunder. All covenants in Section 9.5 has been given this Agreement that by their terms are required to be fully performed prior to the expiration Closing will, for purposes of this Article VIII, survive the Closing until the eighteen month anniversary of the representationClosing Date, warrantyafter which no claim for indemnification with respect thereto may be brought hereunder. If a claim for indemnification is submitted with respect to any covenant within the applicable period of survival as set forth in this Section 8.1(b), covenant, agreement or obligation upon which the survival period with respect to such covenant shall be extended solely for purposes of such claim until such claim is based shall not expire, finally and claims for indemnification thereon may be pursued, until the final resolution of such claimfully resolved. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party the Partnership contained in this Agreement or in any certificate signed by or on behalf of the Partnership delivered pursuant hereto shall survive the Closing until the date that is eighteen (18) months after the Closing Date (the “Survival Period Termination Date”), and all thus shall expire on such Survival Period Termination Date, other than (a) the Partnership Fundamental Representations, which shall survive indefinitely or until the expiration of the applicable statute of limitations and (b) the representations and warranties contained in Section 3.16, which shall survive until, and thus expire on, the date that is thirty (30) days after the expiration of the applicable statute of limitations; provided, that the claims specifically set forth in any claim for indemnity made via a Notice of any Acquiring Claim pursuant to Section 6.3 from a Party Indemnitee or Transferor Party Indemnitee hereto in respect accordance with this Article 6 prior to the expiration date of any breach the applicable survival period as provided herein shall not thereafter be barred by the expiration of any representation, warranty, covenant, agreement or obligation such survival period and such claims shall survive until finally resolved. (b) The representations and warranties of any Indemnifying Party Purchaser contained in this Agreement, Agreement or in any certificate signed by or on behalf of Purchaser delivered pursuant hereto shall survive the execution of this AgreementClosing until the Survival Period Termination Date, and thus shall expire 18 months following the Closing on such Survival Period Termination Date, except that:other than the Purchaser Fundamental Representations, which shall survive indefinitely or until the expiration of the applicable statute of limitations; provided, that the claims specifically set forth in any claim for indemnity made via a Notice of Claim pursuant to Section 6.3 from a Party hereto in accordance with this Article 6 prior to the expiration date of the applicable survival period as provided herein shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved. (ic) the covenants, agreements or obligations of any None of the Transferor Parties covenants or any of the Acquiring Parties which by their terms are to be performed after the execution of other agreements contained in this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and WarrantiesClosing, and all claims of any Transferor Party Indemnitee such covenants and agreements shall expire at the Closing, other than those covenants and agreements (including the covenants and agreements contained in Sections 2.11, 2.12, 2.13, 2.14, 2.15, 5.2, 5.3, 5.4, 5.6, 5.7, 5.9, 5.10, 5.11, Article 6 and Article 7) which by their express terms require or Acquiring Party Indemnitee in respect of any breach of any contemplate performance after the Closing, and each such representation or warranty, surviving covenant and agreement shall survive the Closing Date and shall expire 30 days after solely for the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofperiod contemplated by its terms. (d) No Indemnifying Party The provisions of this Section 6.1 that provide for a survival period for claims and causes of action that is required shorter than the applicable statute of limitations under applicable law have been considered and bargained for by the Parties and are intended by the Parties to indemnify shorten the time period during which any Indemnitee under claim or cause of action may properly be brought as provided in this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the ClosingSection 6.1.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The respective representations and obligations of each Indemnifying Party contained warranties made by Seller and Purchaser in this Agreement and all the rights under Section 10.1 (with respect to the Seller Indemnitees) and Section 10.2 (with respect to the Purchaser Indemnitees) with respect to such representations and warranties, in each case, shall survive the Closing but shall expire at 11:59 p.m. Houston, Texas time, on the date that is the first (1st) anniversary of the Closing Date (the “Expiration Time”) and any liability of Seller or Purchaser with respect to such representations and warranties shall thereupon cease; provided, however, with respect to the representations and warranties contained in Section 4.10 (Taxes) and Section 5.9 (Taxes) the Expiration Time shall be 11:59 p.m. Houston, Texas time, on the date that is thirty (30) days after the expiration of the applicable statute of limitations; provided, further, that each Seller Fundamental Representation, Company Fundamental Representation or Purchaser Fundamental Representation, will not expire at the Expiration Time and will continue until the third (3rd) anniversary of the Closing Date to the extent permitted by applicable Law. The Purchaser Indemnitees shall be permitted to make a claim for indemnification under Section 10.2(d) if such claim is first made on or prior to the date that is thirty (30) days after the expiration of the applicable statute of limitations. (b) If, at any time prior to the Expiration Time, Seller (on behalf of a Seller Indemnitee) or Purchaser (on behalf of a Purchaser Indemnitee) delivers to the other Party a claim for indemnification pursuant to the provisions of this ARTICLE X asserting a claim with respect to any of the indemnifiable matters herein, then such indemnification claim shall survive the Expiration Time until such time as such claim or claims are settled or otherwise fully and finally resolved. (c) The covenants of any Acquiring each Party Indemnitee or Transferor Party Indemnitee made in respect this Agreement which are by their nature to be performed prior to the Closing will survive the Closing but shall expire at the Expiration Time, except the covenant of any breach Purchaser in the last sentence of any representationSection 7.1(d)(i), warranty, covenant, agreement or obligation which covenant will terminate and expire upon the expiration of any Indemnifying Party contained the Examination Period. Except as otherwise provided in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any all covenants of the Transferor Parties or any of the Acquiring Parties made in this Agreement which are by their terms are nature to be performed after the execution Closing shall terminate and expire when performed in accordance with their terms. The obligations of this Agreement Seller set forth in Section 10.2(f) shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimExpiration Time. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The representations, warranties, covenants, agreements warranties and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any covenants of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of parties made in this Agreement shall survive the Closing Date Closing, without regard to any investigation by the parties with respect thereto, as follows: (a) The representations and warranties set out in Sections 3.1 (Organization, Standing; Authorization; Capacity)), 3.3 (Tax Matters), 3.5(a) (Title to Acquired Assets), 3.10 (Real Estate Taxes), 3.16(b) (Preneed and Trust Accounts and Contracts), 3.24 (No Brokers) and 4.1 (Authority) (claims with respect to any of the foregoing representations and warranties referred to herein as “Special Claims”), and the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall not expire unless otherwise expressly provided survive for a period equal to the statute of limitations pertaining thereto; (b) All other representations and warranties made in this Agreement, includingand the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall survive for a period of two (2) years after the Closing; (c) Any claims, actions or suits that either the Seller and/or SCI, on the one hand, or the Buyer, on the other hand, may have against the other that arise from any actual fraud on the part of such other party in connection with this Agreement or the transactions contemplated hereunder, shall continue in full force and effect without limitation; (d) All covenants and agreements made in this Agreement, and the covenants, agreements or indemnification obligations of any the parties with respect to breaches of such covenants and agreements, shall survive for a period equal to the statute of limitations or the period of time specified herein for a particular covenant or agreement; provided, however that the covenants contained in Section 5.17 (Further Assurances) and the indemnification obligations of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in parties with respect of any breach of any such representation or warrantyto breaches thereof, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof.indefinitely; and (be) Notwithstanding the foregoing or anything herein else to the contrary, indemnification for claims for which written notice if any claim or proceeding is to be made or brought by an Indemnitee (as provided defined in Section 9.5 has been given prior to 8.8) within the expiration of applicable time period set forth above in this Section 8.2, such claim, and the representation, warranty, covenant, agreement or obligation upon which warranty and/or covenant alleged to have been breached in such claim is based shall not expireor proceeding, and claims for all indemnification thereon may be pursuedobligations of the parties with respect thereto, shall survive until the final resolution of such claimclaim by settlement, arbitration, litigation or otherwise. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party Cedent and Reinsurer contained in this Agreement shall survive the Closing solely for purposes of this Article VII and all claims shall terminate and expire on the date that is eighteen (18) months following the Closing Date; provided that the representations and warranties made in Sections 3.1 (Organization, Standing and Corporate Power), 3.2 (Authority) and 3.15 (Brokers and Finders) (the “Cedent Fundamental Representations”) and Sections 4.1 (Organization, Standing and Corporate Power), 4.2 (Authority) and 4.8 (Brokers and Finders) (the “Reinsurer Fundamental Representations”) shall survive until the expiration of any Acquiring Party Indemnitee or Transferor Party Indemnitee the applicable statute of limitations. (b) To the extent that it is to be performed after the Closing, each covenant in this Agreement will, for purposes of this Article VII, survive and remain in effect in accordance with its terms plus a period of six (6) months thereafter, after which no claim for indemnification with respect thereto may be brought hereunder. All covenants in this Agreement that by their terms are required to be fully performed prior to the Closing will survive until the date that is six (6) months after the Closing Date, after which time no claim for indemnification with respect thereto may be brought hereunder. (c) Any claim for indemnification in respect of any breach of any representation, warranty, covenant, agreement warranty or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which covenant that is not asserted by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything notice given as required herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based applicable survival period specified in this Section 7.1 shall not expire, be valid and claims for any right to indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days is hereby irrevocably waived after the expiration of all applicable statutes such period of limitations, including extensions thereofsurvival. Any claim properly made for an Indemnifiable Loss in respect of such a breach asserted within such period of survival as herein provided will be timely made for purposes hereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsIf the Merger is consummated, the representations and warranties made by the Company herein, in the Company Disclosure Letter (including any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 18 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (i) the IP Representations will remain operative and in full force and effect until the date that is three years following the Closing Date and (ii) the Special Representations other than the IP Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations (as such statute of limitations pertains to the subject matter of such Special Representation, or to the ability of an Indemnified Person to make a claim relating to a breach of such Special Representation, as the case may be, whichever is later), in each case of clauses (i) and (ii) for claims against the Indemnifying Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the Securityholders’ Agent on or prior to the expiration of such representations and warranties shall be affected by such expiration; provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any fraud, intentional misrepresentation or willful misconduct until the expiration of the applicable statute of limitations. (b) If the Merger is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any covenants of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of parties made in this Agreement shall survive the Closing Date Closing, without regard to any investigation by the parties with respect thereto, as follows: (a) The representations and warranties set out in Sections 3.1 (Organization, Standing; Authorization; Capacity)), 3.3 (Tax Matters), 3.5(a) (Title to Acquired Assets), 3.10 (Real Estate Taxes), 3.16(b) (Preneed and Trust Accounts and Contracts), 3.24 (No Brokers) and 4.1 (Authority) (claims with respect to any of the foregoing representations and warranties referred to herein as “Special Claims”), and the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall not expire unless otherwise expressly provided survive for a period equal to the statute of limitations pertaining thereto; (b) All other representations and warranties made in this Agreement, includingand the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall survive for a period of two (2) years after the Closing; (c) Any claims, actions or suits that either the Seller and/or SCI, on the one hand, or the Buyer, on the other hand, may have against the other that arise from any actual fraud on the part of such other party in connection with this Agreement or the transactions contemplated hereunder, shall continue in full force and effect without limitation; (d) All covenants and agreements made in this Agreement, and the covenants, agreements or indemnification obligations of any the parties with respect to breaches of such covenants and agreements, shall survive for a period equal to the statute of limitations or the period of time specified herein for a particular covenant or agreement; provided, however that the covenants contained in Section 5.17 (Further Assurances) and the indemnification obligations of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in parties with respect of any breach of any such representation or warrantyto breaches thereof, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof.indefinitely; and (be) Notwithstanding the foregoing or anything herein else to the contrary, indemnification for claims for which written notice if any claim or proceeding is to be made or brought by an Indemnitee (as provided defined in Section 9.5 has been given prior to 8.8) within the expiration of applicable time period set forth above in this Section 8.2, such claim, and the representation, warranty, covenant, agreement or obligation upon which warranty and/or covenant alleged to have been breached in such claim is based shall not expireor proceeding, and claims for all indemnification thereon may be pursuedobligations of the parties with respect thereto, shall survive until the final resolution of such claimclaim by settlement, arbitration, litigation or otherwise. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The only representations, warranties, covenants, warranties and agreements of Fee Owner or Net Lessee under this Agreement that will survive the Closing are those that are specifically stated herein to survive. The representations and obligations warranties of each Indemnifying Party (i) Fee Owner contained in this Agreement Section 4.01(a) through (c) and Section 12.01(a) and (ii) Net Lessee contained in Section 4.02(a) through (c), Section 4.02(e) through (j), Section 4.02(l), Section 4.02(r) and Section 12.01(a) and all claims covenants of any Acquiring Party Indemnitee Fee Owner, Net Lessee or Transferor Party Indemnitee in respect of any breach of any representationSeller, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreementas the case may be, shall survive the execution Closing; provided that any claim based upon any alleged breach thereof must be asserted in writing within six (6) months after the Closing in accordance with Section 4.05(c) hereof; and, provided, further, that the covenants of Net Lessee in Section 5.01(a) shall not survive the Closing, and those covenants hereunder which pursuant to other provisions applicable thereto are to survive without limitation are not subject to the foregoing limitation as to duration or to the limitations of Section 4.05(c). (b) All of the representations, warranties and agreements of Purchaser set forth in this Agreement will survive the Closing, provided that any claim based upon any alleged breach thereof must be asserted in writing within six (6) months after the Closing in accordance with Section 4.05(c) hereof. (c) The amount of any claim based on breach of a representation or warranty surviving the Closing as aforesaid, or violation of a covenant so surviving and subject to the provisions of this AgreementSection, may be asserted only against the party whose representation and warranty or covenant is alleged to have been breached and shall expire 18 months following be reduced appropriately by the Closing Datevalue, except that: (i) in the covenantslight of all relevant circumstances, agreements or obligations of any asset created in the party asserting such claim (the "Claiming Party") as a result of the Transferor Parties or any of the Acquiring Parties which by their terms are event giving rise to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreementsuch claim, including, without limitation, any income tax benefit on account thereof. Any such claim shall be subject to the covenantsfollowing limitations: (i) the total sum of all claims made by the party against whom the claims are asserted (the "Defending Party") shall exceed $100,000 in the aggregate before the Claiming Party shall be entitled to assert claims hereunder, agreements or obligations of any of and then the Transferor Parties or any of the Acquiring Parties in Sections 5.7Claiming Party shall be entitled to protection only for all such claims which exceed $100,000, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations Claiming Party shall not be entitled to assert a claim with respect to any individual claim that does not exceed $5,000 and Warranties, and all claims of (iii) no claim may be asserted with respect to any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, matter relating to a Space Lease if the Seller shall survive have delivered at the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (bor thereafter) Notwithstanding anything herein a Tenant Estoppel (hereinafter defined) with respect to such Space Lease to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to extent covered by the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimTenant Estoppel. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. If the Merger is consummated, the representations and warranties made by the Company herein (aother than the Special Representations and the Specified Tax Representations), as qualified by the Company Disclosure Letter (subject to the limitations expressly set forth in the opening paragraph of Article II), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 15 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, the Special Representations (including any portion of the Company Disclosure Letter related thereto) All representationswill remain operative and in full force and effect until expiration of the statute of limitations applicable to the underlying matter for which recovery of Indemnifiable Damages is being sought pursuant to Article VIII; provided, warrantiesfurther, that (x) no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the Stockholders’ Agent on or prior to the expiration of the applicable Claims Period shall be affected by such expiration until such claim is resolved pursuant to Article VIII, and (y) such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages if and to the extent resulting, directly or indirectly, from any Special Claims by the Company until the expiration of the applicable Claims Period as set forth herein. If the Merger is consummated, the Specified Tax Representations and the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsIf the Closing occurs, warranties, covenants, agreements the representations and obligations warranties of each Indemnifying Party the Sellers and the Company contained in this Agreement Agreement, the Disclosure Schedule (including any exhibit or schedule to the Disclosure Schedule), and all claims the other certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any Acquiring Party Indemnitee investigation or Transferor Party Indemnitee disclosure made by or on behalf of any of the parties to this Agreement, until the end of the Escrow Period; provided, however, that (i) the representations and warranties of the Company contained in Section 3.3 (Capital Structure), Section 3.4 (Title to Interest), 3.5 (Authority; Non-Contravention), Section 3.12 (Intellectual Property and Internet Practices) or Section 3.14 (Tax Matters) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is 30 days after the expiration of the applicable statute of limitations for claims against the Sellers, which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties, and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, such representations and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4warranties; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee no right to indemnification pursuant to Section 9 in respect of any breach claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and (iii) such expiration shall not affect the rights of any such representation Indemnified Person under Section 9 or warrantyotherwise to seek recovery of Indemnifiable Damages arising out of any fraud, shall survive willful breach or intentional misrepresentation by the Closing Date and shall expire Company or any Subsidiary until the date that is 30 days after the expiration of all the applicable statutes statute of limitations. If the Closing occurs, including extensions thereof. (b) Notwithstanding anything herein the representations, warranties and convents of Purchaser contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Closing occurs, all covenants of the parties shall expire and be of no further force or effect as of the Closing, except to the contraryextent such covenants provide that they are to survive or be performed after the Closing; provided, however, that no right to indemnification for claims for which written notice as provided pursuant to Section 9 in Section 9.5 has been given prior to respect of any claim based upon any breach of a covenant shall be affected by the expiration of the representation, warranty, such covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and covenants of Seller set forth in this Agreement and Seller’s liability under any provision of this Agreement and under any Closing Document (as defined below), will survive the Closing for a period ending on November 30, 2016; provided however, that if Purchaser delivers written notice(s) to Seller of a breach of a representation, warranty or covenant of Seller prior to the expiration of such period (such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) shall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, if applicable, the execution resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller Survival Period”). Purchaser shall not have any right to bring any action for monetary damages against Seller as a result of (i) any untruth, inaccuracy or breach of such representations and warranties under this Agreement or any Closing Document, or (ii) the failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and shall expire 18 months following agreements executed at Closing (“Closing Documents”), unless and until the Closing Dateaggregate amount of all liability and losses arising out of all such untruths, except that: inaccuracies, breaches and failures (iincluding Seller’s liability for attorneys’ fees and costs due to Purchaser) the covenantsexceeds $100,000. In addition, agreements or obligations of in no event will Seller’s liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution other provision of this Agreement shall survive or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the Closing Date and shall not expire unless otherwise expressly provided aggregate, one percent (1%) of the Purchase Price. In order to secure Seller’s obligations set forth in this AgreementSection 16.1(a), Seller shall cause Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, (“Guarantor”), to execute and deliver a guaranty in favor of 52 Purchasers guaranteeing Seller’s obligations under this Section 16.1(a) for the duration of the Survival Period (the “Guaranty”). (b) Seller shall have no liability to Purchaser following Closing with respect to any specific representation, warranty or covenant of Seller herein if, prior to the Closing, Purchaser has actual knowledge of such specific breach of a representation, warranty or covenant of Seller herein (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s review of the covenantsDue Diligence Items and its due diligence tests, agreements investigations and inspections of the Property, or obligations of written disclosure by Seller or Seller’s agents and employees) that contradicts any of the Transferor Parties Seller’s representations, warranties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warrantiescovenants herein, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive Purchaser nevertheless consummates the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimtransaction contemplated by this Agreement. (c) Notwithstanding anything herein to the contraryThe Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, indemnification for claims which arise out of the fraudwarranties, gross negligence, action taken in bad faith covenants and agreements made or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee undertaken by Seller or Purchaser under this Agreement for any loss resulting from an inaccurate representation herein if Agreement, unless otherwise specifically provided herein, will not survive the Indemnifying Party establishes that Closing Date but will be merged into the Indemnitee had knowledge of that inaccuracy before Closing Documents delivered at the Closing. The Termination Surviving Obligations shall survive termination of this Agreement without limitation unless a specified period is otherwise provided in this Agreement. The limitations on Seller’s liability contained in this Article XVI are in addition to, and not limitation of, any limitation on liability provided elsewhere in this Agreement or by law or any other contract, agreement or instrument.

Survival of Representations, Warranties and Covenants. If the Merger is consummated, the representations and warranties made by Jiff herein, in Jiff Disclosure Letter (a) All representations, warranties, covenants, agreements and obligations including any exhibit to or schedule of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this AgreementJiff Disclosure Letter), and shall expire 18 months following in the Closing Date, except that: (iother certificates contemplated by Section 1.2(b) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided remain in this Agreementfull force and effect, including, without limitation, the covenants, agreements regardless of any investigation or obligations disclosure made by or on behalf of any of the Transferor Parties parties hereto, until the date that is 12 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the Acquiring Parties parties hereto, the Special Representations will remain operative and in Sections 5.7full force and effect until the date that is the expiration of the applicable statute of limitations for all other subject matters of the Special Representations (or three months thereafter in the case of Section 2.11 (Taxes) only) for claims against the Converting Holders that seek recovery of Indemnifiable Damages arising out of, 5.8resulting from or in connection with an inaccuracy in such Special Representations; provided, 9.1further, 9.2 and 9.4; and that (iix) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee no right to indemnification pursuant to Article IX in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein claim that is set forth in a Claim Certificate delivered to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given Stockholders’ Agent on or prior to the expiration of such representations and warranties shall be affected by such expiration and (y) such expiration shall not affect the representationrights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of, warrantyresulting from or in connection with any intentional fraud, intentional misrepresentation or willful misconduct by or on behalf of Jiff in connection with this Agreement or the Transactions until the expiration of the applicable statute of limitations. If the Merger is consummated, the Castlight Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations for the subject matter of such Castlight Special Representations. If the Merger is consummated, all covenants, agreements and obligations of the parties hereto shall expire and be of no further force or effect as of the Closing, except to the extent such covenants, agreements and obligations provide that they are to be performed after the Closing; provided that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. The representations and warranties made by the Company and the Unitholders (aincluding in the Company Disclosure Letter (and any exhibit to or schedule thereof)) All representationsand Acquirer and the Merger Subs herein, warrantiesand in the other certificates contemplated by this Agreement, shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is twelve (12) months following the Closing Date (the “Initial Survival Period”); provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (i) the representations and warranties made by the Company in Section 2.9 (Tax Matters) will remain operative and in full force and effect until the date that is thirty (30) days following the expiration of the longest applicable statute of limitations and (ii) the Fundamental Representations will remain operative and in full force and effect until the date that is six (6) years following the Closing Date; provided, further, that (x) no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered in accordance herewith on or prior to the expiration of such representations and warranties shall be affected by such expiration and (y) that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any Fraud. If the Transactions are consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the (which covenants, agreements and obligations shall survive until they have been performed or obligations of any of the Transferor Parties or any of the Acquiring Parties satisfied in Sections 5.7, 5.8, 9.1, 9.2 and 9.4full); and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee provided that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party Seller and Buyer contained in this Agreement and all claims of any Acquiring Party Indemnitee (whether or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party not contained in Article III or Article IV) or in any Ancillary Agreement and in any certificate delivered pursuant to this Agreement, and the respective obligations of Seller and Buyer in Section 8.2 and Section 8.3 with respect to such representations and warranties, shall survive the execution of this Agreement, Closing and shall expire 18 remain in full force and effect until the date that is twelve (12) months following from the Closing Date, except that:. (ib) the covenants, The covenants and agreements or obligations of any Party set forth in this Agreement (including those in Article V) or in any Ancillary Agreement to the extent contemplating or requiring performance by such Party prior to the Closing shall terminate effective immediately as of the Transferor Parties Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought with respect to such covenants or agreements after the Closing. All covenants and agreements set forth in this Agreement or in any of the Acquiring Parties Ancillary Agreement which by their terms are to be performed after performed, in whole or in part, or which prohibit actions, subsequent to the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warrantyClosing, shall survive the Closing Date and shall expire 30 days continue in full force and effect until the last date on which such covenant or agreement is to be performed or, if no such date is specified, for a period of twelve (12) months following the Closing Date, and nothing in this Section 8.1 shall be deemed to limit any rights or remedies of any Person for breach of any such surviving covenant or agreement (with it being understood that Buyer shall also be liable for breach of any covenant or agreement requiring performance by Buyer, the Company or any of its Subsidiaries after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expireClosing, and claims that nothing herein shall limit or affect Buyer’s or any of its Affiliates’ liability for indemnification thereon may be pursued, until the final resolution of such claimfailure to pay the Purchase Price (in whole or in part) or pay any other amounts (in whole or in part) as and when required by this Agreement). (c) Notwithstanding anything herein to the contrary, all representations, warranties, covenants and agreements which are the subject of one or more indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after made prior to the expiration of all any applicable statutes of limitations, including extensions survival period set forth above shall survive with respect to such related claim or claims until the final resolution thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All Except as hereinafter provided in this Section 9.02, all representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement herein and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, Closing and shall expire 18 months following on the second anniversary of the Closing Date. (b) Notwithstanding Section 9.02(a) the representations, except that: warranties, covenants, agreements and obligations of Shareholders as Indemnifying Parties shall survive the Closing Date until the expiration of any applicable statute of limitations, including extensions thereof with respect to: (i) the inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by Shareholders in this Agreement arising out of fraud or willful misconduct; (ii) any inaccuracy or misrepresentation in or breach of any representation or warranty made in Sections 3.22 and 3.24 regardless of whether such inaccuracy or misrepresentation or breach arises out of fraud or willful misconduct; and (iii) the breach or failure to perform by Shareholders after the Closing Date of any of the covenants, agreements or obligations of any such Person contained in this Agreement. (c) Notwithstanding Section 9.02(a), each of the Transferor Parties or any following representations, warranties, covenants, agreements and obligations of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement Buyer as an Indemnifying Party shall survive the Closing Date and shall not expire unless otherwise expressly provided until the expiration of the applicable statute of limitations, including extensions thereof: (i) any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement, including, without limitation, Agreement arising out of fraud or willful misconduct; and (ii) the breach or failure to perform by Buyer after the Closing Date of any of the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties such Person contained in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofthis Agreement. (bd) Notwithstanding anything herein in this Article IX to the contrary, indemnification for claims for which written notice in the case of any Damages (i) incurred by any Buyer Indemnitee (A) as provided a result of any inaccuracy in Section 9.5 has been given prior or breach of or failure to the expiration of the perform any representation, warranty, covenant, agreement or obligation upon which such claim is based of or concerning Rheochem or the Business in this Agreement or (B) in connection with any Environmental Liability of Rheochem and (ii) not arising out of Shareholders' fraud or willful misconduct, the liability of Shareholders under Section 9.01(a) shall not expire, and claims for indemnification thereon may be pursued, until limited to one-half of the final resolution amount of such claim. (c) Notwithstanding anything herein to the contrary, indemnification Damages and in no event shall Shareholders' aggregate liability for claims which arise out such Damages exceed one-half of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofPurchase Price. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. If the Merger is consummated, the representations and warranties made by the Company herein, in the Company Disclosure Letter, and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 18 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (ai) the representations and warranties made by the Company in Section 2.12 (Taxes) will remain operative and in full force and effect until the date that is 60 days following the expiration of the applicable statute of limitations and (ii) Fundamental Representations, other than Section 2.12 (Taxes), will remain operative and in full force and effect until the date that is 60 days following the expiration of the applicable subject matter statute of limitations, in each case of clauses (i) and (ii) for claims against the Converting Holders that seek recovery of Indemnifiable Damages relating to or arising out of an inaccuracy in such representations or warranties; provided, further, that (x) no right to indemnification pursuant to Article V in respect of any claim that is set forth in a Claim Certificate delivered to the Stockholders’ Agent on or prior to the expiration of such representations and warranties shall be affected by such expiration and (y) that such expiration shall not affect the rights of any Indemnified Person under Article V or otherwise to seek recovery of Indemnifiable Damages relating to or arising out of Fraud until the expiration of the applicable statute of limitations for such Fraud. If the Merger is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing (other than the representations and warranties contained in Section 3.4, will remain operative and in full force and effect until the date that is 60 days following the expiration of the applicable statute of limitations); provided, however, that the sole remedy for Converting Holders with respect to a failure of any representation or warranty made by Acquirer in Section 3.4 to be true and correct shall be specific performance. All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article V in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. The representations and warranties made by the Company herein, in the Company Disclosure Letter (including any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 18 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (a) All representationsthe IP Representations shall remain operative and in full force and effect until the date that is 36 months following the Closing Date and (b) the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations for claims against the Indemnifying Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that (x) no right to indemnification pursuant to Article VII in respect of any claim that is set forth in a Claim Certificate delivered to the Securityholders’ Agent on or prior to the expiration of such representations and warranties shall be affected by such expiration and (y) such expiration shall not affect the rights of any Indemnified Person under Article VII or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with Company Fraud or Individual Fraud until the expiration of the applicable statute of limitations. If the Purchase Transaction is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Purchase Transaction is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.agreement or obligation. 57

Survival of Representations, Warranties and Covenants. If the Purchase is consummated, the representations and warranties made by the Company herein, in the Company Disclosure Letter (aincluding any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is twelve (12) All representationsmonths following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (i) the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations, and (ii) the IP Representations will remain operative and in full force and effect until the second (2nd) anniversary of the Closing Date, in each case of clauses (i) and (ii) for claims against the Sellers that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that no right to indemnification pursuant to Article IX in respect of any claim that is set forth in a Claim Certificate delivered to the Sellers on or prior to the Escrow Release Date with respect to a breach that occurred prior to such expiration date shall be affected by the expiration of such representations and warranties; provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out, resulting from or in connection with any fraud, intentional misrepresentation or willful misconduct by or on behalf of the Company until the expiration of the applicable statute of limitations. For the avoidance of doubt, the parties hereto agree and acknowledge that each of the foregoing survival periods is a contractual statute of limitations and any claim brought by any Indemnified Person pursuant to Article IX must be brought or filed prior to the expiration of such survival period. If the Purchase is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing; except for (A) the representations and warranties made by the Acquirer in Section 4.4 (Financial Resources) and Section 4.5 (Securities Law Matters). If the Purchase is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, the parties hereto requiring performance prior to the Closing Date shall survive the execution of this Agreement, Closing and shall expire 18 remain in full force and effect until he date that is twenty-four (24) months following the Closing Date, except that: (i) the Date and covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed requiring performance after the execution of this Agreement Closing shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofuntil fully performed. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party the parties contained in this Agreement (or in any document delivered in connection herewith) shall be deemed to have been made on and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any as of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution date of this Agreement and on and as of the Closing Date and shall survive the Closing Date and shall remain operative and in full force and effect until the second anniversary of the Closing Date (the "Termination Date"). The covenants of the parties contained in this Agreement (or in any document delivered in connection herewith) shall remain operative and in full force and effect without any time limitation, except to the extent that any such covenant is limited in duration by the express terms thereof. Any right of indemnification pursuant to this Article IX with respect to a claimed breach of a representation or warranty shall expire at 11:59 p.m. on the Termination Date unless, on or prior to the Termination Date, a Claim Notice has been given to the party from whom indemnification is sought. Provided that a Claim Notice is timely so given, the right to indemnification pursuant to this Article IX with respect to a claimed breach to which such Claim Notice relates shall not expire unless otherwise expressly provided in be affected by the occurrence of the Termination Date. For purposes of this Agreement, includinga "Claim Notice" shall mean a written notice asserting a breach of a representation or warranty contained in this Agreement which reasonably sets forth, without limitationin light of the information then known to the party giving such notice, a description of, and an estimate (if it is then reasonable to make an estimate) of the covenantsamount involved in such breach, agreements together with copies of all available documentation with respect thereto. The representations, warranties and covenants of Purchaser contained in this Agreement (or obligations in any document delivered in connection herewith) shall not be diminished or otherwise affected as a result of any investigation by or knowledge of the Transferor Parties Seller. The representations, warranties and covenants of Seller contained in this Agreement (or in any of the Acquiring Parties document delivered in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (iiconnection herewith) the Excluded Representations and Warranties, and all claims shall not be diminished or otherwise affected as a result of any Transferor Party Indemnitee investigation by or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the ClosingPurchaser.

Survival of Representations, Warranties and Covenants. (a) All of the terms and conditions of this Agreement, together with the warranties, representations, warranties, covenantsindemnities, agreements and obligations of each Indemnifying Party covenants contained herein or in this Agreement and all claims of any Acquiring Party Indemnitee instrument or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement document delivered or obligation of any Indemnifying Party contained in to be delivered pursuant to this Agreement, shall survive the execution of this AgreementAgreement and the Closing Date, notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that unless otherwise stated, the indemnities, agreements and covenants set forth in this Agreement shall expire 18 months survive and continue until all obligations set forth therein shall have been performed and satisfied. No party or other Person entitled to indemnification under Sections 8.2(a) or 8.3(a) shall commence any suit or proceeding alleging an Indemnity Claim under such sections due to a breach of any representation or warranty in this Agreement after the 540th day following the Closing Date, except that: insofar as (i) the covenants, agreements such party or obligations of any of the Transferor Parties other Person entitled to indemnification under Sections 8.2(a) or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement 8.3(a) shall survive the Closing Date and shall not expire unless otherwise expressly provided have asserted in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given writing a specific Indemnity Claim prior to the expiration of the representationSurvival Period, warrantyin which event the representations and warranties alleged to have been breached in such Indemnity Claim shall continue in effect and remain a basis for indemnity solely with respect to each such asserted Indemnity Claim until such Indemnity Claim is finally resolved, covenantor (ii) any Indemnity Claim arising under Sections 3.2, agreement 3.3, 3.4, 3.5, 4.1, 4.2, 4.3, 4.4, 4.9, 4.10, 4.17, 5.1, 5.2, 5.3, 5.7, or obligation upon 5.8, it being agreed that the right of an Indemnified Party to make a claim for breach of such representations and warranties shall continue through the longer of 540 days or the period of the applicable statute of limitations (the applicable foregoing period being called the "Survival Period"). Notwithstanding the foregoing, the parties agree that if any Buyer Indemnified Party or Seller Indemnified Party incurs any Losses, whether on account of a Third Party Claim or otherwise, for which it is entitled to indemnification pursuant to any provision of Section 8.2 (other than Section 8.2(a)) or Section 8.3 (other than Section 8.3(a)), as the case may be, such claim is based Party's right to indemnification under Article VIII shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein limited or impaired in any manner pursuant to the contrary, indemnification for claims which arise out foregoing limitations of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofthis Section 8.1. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, The respective covenants, agreements and obligations of each Indemnifying Party Parent, Merger LLC and the Company contained in this Agreement, the Escrow Agreement, any Transaction Agreement or in any certificate, document or other instrument delivered pursuant to or in connection herewith or therewith shall survive the execution and all claims delivery of this Agreement or any such Transaction Agreement, any investigation by or on behalf of any Acquiring Party Indemnitee or Transferor Party Indemnitee party hereto and shall continue until the date set forth in respect of any breach of any representation, warranty, each such covenant, agreement or obligation and, if no such date is set forth therein, then until the applicable statute of limitations has expired (including any Indemnifying Party waiver or extension thereof). The representations and warranties of each of Parent, Merger LLC and the Company contained in this Agreement, the Escrow Agreement, any Transaction Agreement or in any certificate, document or other instrument delivered pursuant to or in connection herewith or therewith shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution delivery of this Agreement and shall terminate at 5:00 pm, Los Angeles time on the earlier of (x) the date which is twenty-four (24) months after the Closing Date or (y) the date upon which Parent closes an initial public offering of Parent Common Stock pursuant to a registration statement that is filed with, and declared effective by, the SEC pursuant to the Securities Act of 1933, as amended (such earlier date being referred to herein as the “Outside Date”), except (a) as to any matter to which a member of the Parent Group has made a claim for indemnification pursuant to the terms of this Agreement on or prior to the Outside Date, all such matters shall survive the expiration of such period until all such claims are finally resolved and any obligations with respect thereto are fully satisfied; and (b) as to any matter to which the Stockholder Representative has made a claim for indemnification pursuant to the terms of this Agreement on or prior to the Outside Date, all such matters shall survive the expiration of such period until all such claims are finally resolved and any obligations with respect thereto are fully satisfied. Any investigation or other examination that may have been made by any party seeking indemnification under this Agreement on or before the Closing Date and shall not expire unless otherwise expressly provided limit, diminish or in any way affect the representations and warranties of Parent, Merger LLC or the Company, as the case may be, set forth in this Agreement, includingthe Escrow Agreement, without limitationany Transaction Agreement or any certificate, the covenantsdocument or other instrument delivered pursuant to or in connection herewith or therewith, agreements or obligations and such party may rely on such representations, warranties and covenants irrespective of any of the Transferor Parties information obtained by such party by any investigation, examination or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofotherwise. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, shall survive the execution representations, warranties and covenants of Seller set forth in this Agreement and Seller’s liability under any provision of this Agreement, and shall expire 18 months following under any Closing Document, will survive the Closing Date, except that: only until the end of the Survival Period. Purchaser shall not have any right to bring any action against Seller as a result of (i) the covenantsany untruth, agreements inaccuracy or obligations breach of any of the Transferor Parties such representations, warranties, or covenants under this Agreement or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this AgreementDocument, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and Warrantiesagreements executed at Closing (“Closing Documents”), (x) unless Purchaser has delivered written notice of such untruth, inaccuracy, breach or failure within the Survival Period, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive (y) unless and until the Closing Date and shall expire 30 days after the expiration aggregate amount of all applicable statutes liability and losses arising out of limitationsall such untruths, including extensions thereofinaccuracies, breaches and failures exceeds Two Hundred Fifty Thousand and No/100 Dollars ($250,000), and then only to the extent of such excess. In addition, in no event will Seller’s liability for all such untruths, inaccuracies, breaches, and/or failures under Section 8.1, any other provision of this Agreement or under any Closing Documents exceed, in the aggregate, one percent (1%) of the Purchase Price. (b) Notwithstanding anything Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants herein to the contraryif, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration Closing, Purchaser has actual knowledge of any breach of a representation, warranty or covenant of Seller herein, or Purchaser obtains knowledge (from whatever source, as a result of Purchaser’s review of the representationDue Diligence Items and its due diligence tests, warrantyinvestigations and inspections of the Property, covenantor written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, agreement warranties or obligation upon which such claim is based shall not expirecovenants, or agreements herein, and claims for indemnification thereon may be pursued, until Purchaser nevertheless consummates the final resolution of such claimtransaction contemplated by this Agreement. (c) Notwithstanding anything herein Subject to Sections 16.1(a) and Section 16.1(b), the contraryClosing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, indemnification for claims which arise out warranties, covenants and agreements made or undertaken by Seller and Purchaser under this Agreement will not survive the Closing Date but will be merged into the Closing Documents delivered at the Closing. The Termination Surviving Obligations shall survive termination of the fraud, gross negligence, action taken this Agreement without limitation unless a specified period is otherwise provided in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofthis Agreement. (d) No Indemnifying Party is required to indemnify The limitations on Seller’s liability contained in this Article XVI are in addition to, and not limitation of, any Indemnitee under limitation on liability provided elsewhere in this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closingor by law.

Survival of Representations, Warranties and Covenants. (a) All representationsThe representations and warranties made by Sellers and Xxxxx or Purchaser herein, warrantiesor in any certificate, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee schedule or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreementexhibit delivered pursuant hereto, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of in no manner be limited by any investigation of the Transferor Parties subject matter thereof made by or any on behalf of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement either Party and shall survive the Closing Date and shall not expire unless otherwise expressly provided continue in this Agreementfull force and until 5:00 p.m. Pacific Time on the date twelve (12) months after the Closing Date; provided, includinghowever, without limitation, that the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties representations set forth in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, Section 4.17 shall survive the Closing Date and shall expire 30 days after until the expiration of all the statute of limitations applicable statutes to claims with respect to matters covered thereby (giving effect to any waiver, mitigation or extension thereof), if later (the "Indemnification Period"). In the event that any claim for indemnification under this Article XI shall have been given within the applicable Indemnification Period, the representations and warranties that are the subject of limitations, including extensions thereofsuch indemnification claim shall survive until such time as such claim is finally resolved. (b) Notwithstanding anything herein The obligations of Sellers and Xxxxx to indemnify Purchaser Indemnified Parties (as defined below) for any Purchaser Indemnifiable Losses is subject to the contrary, indemnification condition that Sellers shall have received a Claim Notice for claims all Purchaser Indemnifiable Losses for which written notice as provided in Section 9.5 has been given indemnity is sought prior to the expiration of the representationIndemnification Period (as applicable to such indemnification claim). For purposes of this Agreement, warrantya "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if a Purchaser Indemnified Party, covenantacting in good faith, agreement delivers to Xxxxx, as agent for the Sellers, a written notice stating that such Purchaser Indemnified Party believes that there is or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution has been a breach of such claim. representation or warranty and containing (ci) Notwithstanding anything herein to the contrary, indemnification for claims which arise out a brief description of the fraudcircumstances supporting such Purchaser Indemnified Party's belief that there is or has been such a breach and (ii) a non- binding, gross negligence, action taken in bad faith or intentional misrepresentation preliminary estimate of the Indemnifying Party shall expire 30 days after aggregate dollar amount of the expiration actual and potential Losses that have arisen and may arise as a result of all applicable statutes of limitations, including extensions thereofsuch breach. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. If the First Merger is consummated, the representations and warranties of the Company contained herein, in the Company Disclosure Letter (aincluding any exhibit or schedule of the Company Disclosure Letter), and in the Company Closing Certificate contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation, knowledge or disclosure made by or on behalf of any of the parties hereto, until the date that is 12 months following the Closing Date; provided that the Company Special Representations and the representations and warranties of the Company contained in the Company Closing Certificate delivered to Parent or Acquirer that are within the scope of those covered by the Company Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation, knowledge or disclosure made by or on behalf of any of the parties hereto, until the expiration of the applicable statute of limitations (if later than the expiration of 12 months following the Closing Date) All representationsfor claims against the Converting Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification, compensation or reimbursement pursuant to Article 8 in respect of any claim for breach of any such representation or warranty that is set forth in a Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation or warranty referred to above shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out, resulting from or in connection with any intentional fraud by or on behalf of the Company under this Agreement until the expiration of the applicable statute of limitations. If the First Merger is consummated, the representations and warranties of Parent, Acquirer and Merger Sub contained herein and in the Parent and Acquirer Closing Certificate contemplated by this Agreement shall expire and be of no further force or effect as of the Closing provided that the Parent Special Representations and the representations and warranties of Parent contained in the Parent and Acquirer Closing Certificate delivered to the Company that are within the scope of those covered by the Parent Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation, knowledge or disclosure made by or on behalf of any of the parties hereto, until the expiration of the applicable statute of limitations (if later than the expiration of 12 months following the Closing Date) for claims against Parent that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification, compensation or reimbursement pursuant to Article 8 in respect of any claim for breach of any such representation or warranty that is set forth in a Claim Certificate delivered to Parent prior to the applicable expiration date of such representation or warranty referred to above shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out, resulting from or in connection with any intentional fraud by or on behalf of Parent under this Agreement until the expiration of the applicable statute of limitations. If the First Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement Closing (in which case they shall survive the Closing Date and shall not expire unless otherwise expressly until performed); provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article 8 in respect of any claim based upon any breach of any such representation a covenant, agreement or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided obligation that is set forth in Section 9.5 has been given a Claim Certificate delivered prior to the expiration of the representation, warranty, applicable Claims Period shall be affected by the expiration of such covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimobligation. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All Notwithstanding anything to the contrary in this Agreement, any Ancillary Agreement or any Certificate or Schedule delivered pursuant hereto or thereto, the Parties hereby agree that none of the representations, warranties, covenants, covenants or agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained set forth in this Agreement, shall any Ancillary Agreement or in any Certificate or Schedule delivered pursuant hereto or thereto will survive the execution of this AgreementClosing, and shall expire 18 months following the Closing Date, except that: other than (i) the covenantscovenants and agreements set forth in this Agreement, agreements or obligations of any of the Transferor Parties Ancillary Agreement or any of the Acquiring Parties Schedule which by their its terms are contemplated or required to be performed after the execution of this Agreement Closing (including such covenants and agreements set forth in Article VII, Article VIII, Section 11.3, Article XII or Article XIII (including Section 8.9, Section 8.10, and Section 8.12, as applicable) (collectively, the “Surviving Covenants”), (ii) Section 4.30, Section 5.8, Section 6.13 and Section 6.14 (provided, that Xxxxx’s obligation to pay any Earnout Payment (if applicable) shall survive the Closing, subject to the terms set forth Exhibit E), or (iii) in the event of Fraud of such Party. The Surviving Covenants will survive the Closing Date and shall not expire unless otherwise expressly provided only in accordance with the terms thereof (i.e., until the date on which the performance is completed or such obligations are fully discharged), and, after the Closing, there will be no Liability on the part of, nor will any claim be made by, any Party or any of their respective Affiliates against any other Party in respect of (a) any covenant or agreement in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties Ancillary Agreement or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee Certificate or Acquiring Party Indemnitee in respect of any breach of any such representation Schedule delivered pursuant hereto or warranty, shall survive thereto to be performed prior to the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, (including extensions thereof. any covenant set forth in Article VII) or (b) Notwithstanding anything herein any representation or warranty in this Agreement, any Ancillary Agreement or Scheduled delivered pursuant to hereto or thereto, other than in the contrarycase of Fraud, indemnification and without limitation of Buyer’s rights, remedies, recourse or recovery under the R&W Insurance Policy. It is the express intent of the Parties that the survival of the representations and warranties and pre-Closing covenants in this Agreement and any other purported representation, warranty or covenant (other than Surviving Covenants) and the associated right to bring a claim for claims a breach of such representations, warranties or covenants is shorter than the statute of limitations that would otherwise have been applicable to such representations, warranties or covenants, and, by Contract, the applicable statute of limitations with respect to such representations, warranties or covenants (and the associated right to bring a claim for which written notice a breach of such representations, warranties or covenants) are hereby reduced so they terminate at the Closing, as provided in this Section 9.5 has been given prior to 11.1. The terms of this Agreement were specifically bargained-for among the expiration Parties and were taken into account by the Parties in arriving at the Total Consideration. Each of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under Parties acknowledges that this Agreement for any loss resulting results from an inaccurate representation herein if arm’s-length negotiations among the Indemnifying Party establishes that Parties and embodies the Indemnitee had knowledge justifiable expectations of that inaccuracy before the Closingsophisticated parties derived from arm’s-length negotiations.

Survival of Representations, Warranties and Covenants. (a) All representationsThe representations and warranties of the Company, warranties, covenants, agreements Buyer and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Sellers’ Representative contained in this Agreement, any certificate delivered pursuant hereto or any Seller Document, Company Document or Buyer Document shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution delivery of this Agreement and the Closing until and including the eighteen (18) month anniversary of the Closing Date (the “General Survival Period”); provided, that (a) the Fundamental Representations shall survive the Closing Date execution and shall not expire unless otherwise expressly provided in delivery of this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 Agreement and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 until the date that is sixty (60) days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to following the expiration of the representationapplicable statute of limitations with respect to the particular matter which is the subject matter thereof (in each case, warrantythe “Survival Period”), covenant, agreement or obligation upon which such claim is based (b) the Indefinite Representations shall not expiresurvive the execution and delivery of this Agreement and the Closing indefinitely, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein any claim with respect to any fraudulent, intentional or willful breach of any representation shall survive the execution and delivery of this Agreement and the Closing and can be made by a Buyer Indemnified Party indefinitely; provided, that any obligations under Section 7.2(a)(i), Section 7.2(b)(i) and Section 7.2(c)(i) shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the contrary, indemnification for claims which arise out indemnifying party in accordance with Section 7.3(a) before the termination of the fraudapplicable Survival Period. The respective covenants and agreements of Sellers’ Representative, gross negligence, action taken the Company and Buyer made in bad faith or intentional misrepresentation pursuant to this Agreement will survive the execution and delivery of this Agreement and the Closing for the respective term specified in such covenant or agreement. It is the express intent of the Indemnifying Party Company, Buyer and Sellers’ Representative that, (x) if an applicable survival period as contemplated by this Section 7.1 is shorter than the statute of limitations that would otherwise have been applicable, then, by contract, the applicable statute of limitations shall expire 30 days after be reduced to the expiration shortened survival period contemplated hereby and (y) if an applicable survival period as contemplated by this Section 7.1 is longer than the statute of all limitations that would otherwise have been applicable, then, by contract, the applicable statutes statute of limitationslimitations shall be increased to the longer survival period contemplated hereby. The Company, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee Buyer, and Sellers’ Representative further acknowledge that the time periods set forth in this Section 7.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the Company, Buyer, and Sellers’ Representatives and that they intend for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that time periods to be enforced as agreed by the Indemnitee had knowledge of that inaccuracy before the ClosingCompany, Buyer, and Sellers’ Representative.

Survival of Representations, Warranties and Covenants. (a) All representationsrepresentations and warranties made herein, warranties, covenants, agreements and obligations of each Indemnifying Party contained or in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warrantycertificate delivered pursuant hereto, shall survive the Closing until the Escrow Termination Date; provided, however, (i) any claims for indemnification involving fraud or willful misconduct shall survive until the expiration of the statute of limitations applicable to such claims (and thereafter until resolved if a claim in respect thereof has been made prior to such date) with respect to such matters, or indefinitely if no statute of limitations apply, and (ii) the representations and warranties set forth in (i) Section 3.2(a) (Authority), Section 3.5 (Capital Structure), Section 3.19 (Taxes) and Section 3.20 (Employee Benefit Plans) and (ii) Section 4.2(a) (Authority) and Section 4.3 (Capital Structure) (the “Fundamental Representations”) shall survive for a period of *** following the Closing Date. The covenants and agreements made herein which by their terms do not contemplate performance after the Closing shall terminate as of the Closing. The covenants and agreements which by their terms contemplate performance after the Closing Date shall survive the Closing in accordance with their terms until the earlier of full performance or fulfillment of the covenant or agreement or until the expiration of the applicable statute of limitations. The indemnification obligations pursuant to Sections 8.2(b)(ii) through (v) shall survive until the expiration of the applicable statute of limitations and the indemnification obligations pursuant to Section 8.2(b)(vi) (the “Specific Tax Indemnification”) shall expire 30 days survive until the date that is five (5) years following the Closing Date. Notwithstanding the foregoing, any claims for indemnification under this Section 8 that have been properly asserted in accordance with Section 8.4 prior to the termination of the applicable survival period shall survive the Closing until the final resolution thereof. No claims for indemnification for breaches of any representations, warranties, covenants or agreements under this Agreement shall be made under this Article 8 or otherwise after the expiration of all the applicable statutes of limitations, including extensions thereofsurvival period. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All As provided in the Merger Agreement, all representations, warrantieswarranties and covenants of the Company, covenantsCompany Shareholders, agreements Parent and obligations Merger Sub contained therein or in any other agreement, schedule, document, written statement, certificate or other instrument delivered by or on behalf of each Indemnifying Party contained in the Company, Company Shareholders, Parent or Merger Sub, as the case may be, pursuant to the terms of this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, the Merger Agreement shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution delivery of this Agreement and the Merger Agreement, any investigation by or on behalf of the Company, the Company Shareholders, Parent or Merger Sub, as the case may be, and the completion of the transactions contemplated hereby and thereby and shall survive terminate on the Closing Date "Indemnification Termination Date", as that term is defined in Section 7.1 of the Merger Agreement. The aggregate liability of each Company Shareholder under this Agreement and the Merger Agreement shall be limited to fifteen percent (15%) of the value of the Parent Common Stock, including the Indemnification Escrow Shares, and cash received by such Company Shareholder at the Effective Time pursuant to Article II of the Merger Agreement (the "Limitation Amount"); provided, however, that nothing in this Agreement or the Merger Agreement shall be deemed to limit any right or remedy of Parent or the Surviving Corporation for criminal activity or fraud, or breaches by any Company Shareholder of covenants or inaccuracies in any representations or warranties set forth in any Registration Rights Agreement or for breaches by the Company or any Company Shareholder of the representations, warranties or covenants set forth in Section 4.18 or Article IV-A of the Merger Agreement or for any expenses incurred by Parent in connection with the Merger and on behalf of the Company in excess of the limits set forth in Section 9.9 of the Merger Agreement. The value of each share of Parent Common Stock hereunder shall be $25.64375, which represents the ten (10) trading day average of the closing sale price per share of the Parent Common Stock on the Nasdaq National Market from March 15, 1999 through March 26, 1999. Any capitalized term herein not otherwise defined shall have the meaning ascribed to such term in the Merger Agreement. Parent and the Surviving Corporation shall not be entitled to indemnification pursuant to Section 2 hereof until the aggregate amount of all losses, expenses, liabilities and other damages suffered by Parent or the Surviving Corporation exceeds $300,000 (including attorney's fees and expenses incurred in connection therewith) (the "Indemnity Threshold") whereupon Parent and the Surviving Corporation shall be entitled to indemnification hereunder for the aggregate amount of all of such losses, expenses, liabilities and other damages suffered by Parent or the Surviving Corporation exceeding $300,000. The Indemnity Threshold shall be determined without regard to any materiality qualification contained in any representation or warranty and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements apply with respect to claims under Section 8.2 or obligations of any with respect to Section 4.18 or Article IV-A of the Transferor Parties Merger Agreement or for any expenses incurred by Parent in connection with the Merger on behalf of the Acquiring Parties Company in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) excess of the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided limits set forth in Section 9.5 has been given prior to the expiration 9.9 of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimMerger Agreement. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsNotwithstanding any investigation made by or on behalf of Buyer, warranties, covenants, agreements the representations and obligations warranties of each Indemnifying Party the Company contained in this Agreement agreement shall be continuing representations and warranties and shall survive the Closing for a period of one year thereafter. The covenants and other Agreements of the Company and Buyer contained in this agreement shall be continuing covenants and Agreements and shall survive the Closing indefinitely. (b) From and after the Closing Date, the Company will indemnify and hold Buyer harmless from and against, and reimburse Buyer for any damages resulting from, any and all claims loss, liability, damage or expense (including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements) resulting to the Company or Buyer and based upon, arising out of any Acquiring Party Indemnitee or Transferor Party Indemnitee otherwise in respect of any breach of any representation, warranty, covenant, covenant or agreement or obligation of any Indemnifying Party the Company contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimagreement. (c) Notwithstanding anything herein Each party entitled to indemnification under this Section 9.1(c) (the "Indemnified Party") shall give notice to the contraryparty required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, indemnification and shall permit the Indemnified Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for claims which arise out the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the fraudIndemnified Party (whose approval shall not be unreasonably withheld); and, gross negligenceprovided, action taken further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnified Party of its obligations under this Section 9.1(c), except to the extent that such failure to give notice prejudices the Indemnifying Party. The Indemnified Party may participate in bad faith or intentional misrepresentation of such defense at such party's expense; provided, however, that the Indemnifying Party shall expire 30 days after pay the expiration expense of one law firm for all applicable statutes Indemnified Parties if representation of limitationssuch Indemnified Parties by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between an Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, including extensions thereofin the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party. (d) No Indemnifying Party Subsequent to the date hereof, it is anticipated that Buyer may be required to make certain customary representations and warranties with respect to the Company to investors in Buyer and, with respect to such representations and warranties, indemnify and hold such investors harmless from any Indemnitee under this Agreement for breach of such representations and warranties. The terms and conditions of any loss resulting from indemnification with respect to such representations and warranties relating to the Company, its business, assets, liabilities or prospects shall be deemed to be incorporated herein by reference as if set forth in full herein as an inaccurate representation herein if additional indemnification obligation of the Company as the Indemnifying Party establishes that in favor of Buyer. Buyer will promptly provide the Indemnitee had knowledge Company with a copy of that inaccuracy before such indemnification provisions and, if requested by Buyer, the ClosingCompany will execute and deliver such further instruments as may be necessary or appropriate to reflect the Company's obligation to indemnify Buyer for any breach of such additional representations and warranties.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements None of the representations and obligations warranties of each Indemnifying Party the Buyers contained in this Agreement and all claims of or any Acquiring Party Indemnitee other Operative Agreement, or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement instrument delivered pursuant hereto or obligation of any Indemnifying Party contained in this Agreementthereto, shall survive the execution Closing. All representations and warranties of the Sellers, the Companies, the Management Shareholders, the Shareholders and the Related JLW Owners contained in this Agreement or any other Operative Agreement, and or any instrument delivered pursuant hereto or thereto, shall expire 18 months following survive the Closing Date, except that: (i) for the covenants, period specified in the Escrow Agreement. The covenants and agreements or obligations of any of the Transferor Parties Parent contained in this Agreement or any of other Operative Agreement, or any instrument delivered pursuant hereto or thereto, shall not survive the Acquiring Parties which by their Closing, unless such covenants or agreements specified terms or are contemplated to be performed in whole or in part on or after the execution Closing, in which case any such covenants or agreements shall survive for such specify terms or until performed in full. The covenants and agreements of this the JLW Parties contained herein and the Shareholders and the Related JLW Owners in the Applicable Joinder Agreements or any other Operative Agreement shall survive the Closing Date without limitation as to time unless such covenants or agreements specify a term, in which case such covenants or agreements shall survive for such specified term. The right to indemnification under the Escrow Agreement with respect to representations, warranties, covenants and shall not expire unless otherwise expressly provided obligations in this Agreement, includingthe Applicable Joinder Agreement and the Other Joinder Agreements shall not be affected by any investigation conducted or Knowledge acquired (or capable of being acquired) at any time, without limitationwhether before or after the execution and delivery of this Agreement, the covenantsApplicable Joinder Agreement and the Other Joinder Agreements or the Closing Date, agreements with respect to the accuracy or obligations inaccuracy of, or compliance with, any such representation, warranty, covenant or obligation. The waiver of any of condition based on the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims accuracy of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive or on the Closing Date performance of or compliance with any covenant or obligation, will not affect the right to indemnification under the Escrow Agreement with respect to such representations, warranties, covenants and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofobligations. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, and agreements of the Company and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained Parent made in this Agreement, shall survive in the execution of this AgreementCompany Disclosure Schedule delivered to Parent and the Parent Disclosure Schedule delivered to the Company and in all agreements, documents and shall expire 18 months following instruments executed and delivered at the Closing Datein connection herewith are material, except that: shall be deemed to have been relied upon by the party or parties to whom they are made, and, subject to the time limits set forth in Section 7.1(b) and (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warrantyc), shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofClosing. (b) Notwithstanding The representations and warranties made by the Company in this Agreement or in any closing certificate delivered hereunder shall expire and terminate and be of no further force and effect upon the earlier to occur of (x) 15 Business Days following that date on which the Company’s independent certified public accounting firm has completed its audit with respect to the Company’s financial statements for and as of the year ended December 31, 2012 and (y) that date which is the 16-month anniversary of the Closing Date (the “Expiration Date”), provided, however, that, notwithstanding anything herein to the contrary, (i) any bona fide good faith written claim for indemnification from the Stockholder Indemnifying Parties (as defined below) or other recovery from the Company Stockholders for claims for which written notice as provided in Section 9.5 has been given breach thereof made prior to such Expiration Date and delivered to the expiration of the representation, warranty, covenant, agreement or obligation upon which party against whom such claim is based made shall survive thereafter and, as to any such claim, such applicable expiration shall not expireaffect the rights to indemnification or other recovery of the party making such claim, (ii) the representations and claims for indemnification thereon may be pursued, warranties set forth in Section 2.12 (relating to tax matters) (whether made in this Agreement or in any closing certificate) shall survive until the final resolution applicable statute of such claim. limitations has expired, (ciii) Notwithstanding anything herein the representations and warranties set forth in Section 2.1 (relating to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.organization and corporate

Survival of Representations, Warranties and Covenants. If the Merger is consummated, the representations and warranties made by the Company herein, in the Company Disclosure Letter (aincluding any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 15 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (i) All representationsthe representations and warranties made by the Company in Section 2.10 (Intellectual Property) will remain operative and in full force and effect until the date that is 24 months following the Closing Date and (ii) the Special Representations other than the representations and warranties made by the Company in Section 2.10 (Intellectual Property) will remain operative and in full force and effect until the expiration of the applicable statute of limitations, in each case of clauses (i) and (ii) for claims against the Converting Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the Holders’ Agent on or prior to the expiration of such representations and warranties shall be affected by such expiration; provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any fraud, intentional misrepresentation or willful misconduct by or on behalf of the Company. If the Merger is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsExcept as set forth in Article VII with respect to Tax matters, warranties, covenants, agreements the representations and obligations warranties of each Indemnifying Party the parties contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution Closing solely for purposes of this AgreementArticle VI until the later of July 31, and shall expire 2008 or 18 months following the Closing Date; provided, except that: however, that notwithstanding the foregoing, (i) the covenants, agreements or obligations representations and warranties of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement Seller set forth in Section 2.19 (Employee Benefit Plans; ERISA) and Section 2.23 (Compliance with Environmental Laws) shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, until six months following the covenants, agreements or obligations of any expiration of the Transferor Parties applicable statute of limitations (including all periods of extension, whether automatic or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 permissive) and 9.4; and (ii) (A) the Excluded Representations representations and Warrantieswarranties of Seller set forth in Section 2.2 (Authority; Validity of Agreements), Section 2.5 (Capitalization; Subsidiaries), Section 2.6 (Title to Xxxx Xxxxx USA Shares) and all claims Section 2.29 (Seller Indenture) and (B) the representations and warranties of any Transferor Party Indemnitee or Acquiring Party Indemnitee Purchaser set forth in respect Section 3.2 (Authority; Validity of any breach of any such representation or warrantyAgreements), Section 3.4(d) (relating to the Purchaser Common Stock to be issued pursuant to this Agreement) and Section 3.9 (Purchaser Indenture), shall survive the Closing Date indefinitely. All covenants and agreements contained in this Agreement which are to have effect or be performed after the Closing shall survive the Closing in accordance with their terms. Any right of indemnification pursuant to this Article VI with respect to a claimed breach of a representation, warranty or covenant shall expire 30 days after at the expiration date of all applicable statutes termination of limitationsthe survival period for such representation, including extensions thereof. warranty or covenant claimed to be breached (b) Notwithstanding anything herein to the contrary“Termination Date”), indemnification for claims for which written notice as provided in Section 9.5 has been given unless on or prior to the expiration Termination Date a written claim for indemnification has been made to the party from whom indemnification is sought. Provided that an indemnification claim is timely made, it may continue to be asserted beyond the Termination Date of the representation, warranty, covenant, agreement or obligation upon representation and warranty to which such claim is based shall not expire, and claims for indemnification thereon may be pursued, relates until the final resolution disposition of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 eighteen (18) months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and; (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 thirty (30) calendar days after the expiration of all applicable statutes of limitations, including extensions thereof; and (iii) the Transferor Parties’ indemnification obligations pursuant to Section 9.1(a)(viii) hereof shall survive the Closing Date and shall expire thirty (30) calendar days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the date that is thirty (30) calendar days after the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 thirty (30) days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss Damages resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party the Company and Purchasers contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are made pursuant to be performed after the execution of this Agreement shall survive the execution and delivery of this Agreement and the Closing Date until the date that is twelve (12) months after the Closing; provided, however, that (i) the representations and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any warranties of the Transferor Parties or any of Company set forth in Subsection 2.2 (Capitalization) and Subsection 2.4 (Authorization) shall survive the Acquiring Parties in Sections 5.7Closing indefinitely, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations representations and Warrantieswarranties of the Company set forth in Subsection 2.17 (Tax Returns and Payments) solely to the extent they relate to Taxes that are imposed on net income (the representations and warranties referred to in clauses (i) – (ii) of this Subsection, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warrantycollectively, the “Fundamental Representations”) shall survive the Closing Date and shall expire 30 days after until the expiration of the applicable statute of limitations with respect to the particular matter that is the subject thereof; provided, further, however, that, notwithstanding anything to the contrary contained herein, all applicable statutes representations and warranties of limitationsthe Company and Purchasers contained in or made pursuant to this Agreement shall expire upon the occurrence of a Qualified Public Offering or a Change in Control, including extensions thereofwhichever occurs first (each expiration date set forth in this sentence, the “Survival Expiration Date”). The term “Survival Expiration Date” shall also include the date on which the Pre-Closing Covenant Survival Period expires. (b) Notwithstanding anything herein Subject to the contrarylimitations in the following sentence, indemnification all of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent only that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. No claim for claims for which written notice as provided a breach of a covenant or other agreement set forth in Section 9.5 has been given this Agreement that by its terms is required to be performed by or prior to Closing (the expiration “Pre-Closing Covenants”) may be made or brought by any party hereto after the twelve (12) month anniversary of the representationClosing Date (the “Pre-Closing Covenant Survival Period”); provided, warrantyhowever, covenantnotwithstanding anything to the contrary contained herein, agreement the indemnification obligations of the Significant Common Shareholders with respect to a breach of the Pre-Closing Covenants shall terminate upon the occurrence of a Qualified Public Offering or obligation upon which such claim is based shall not expirea Change in Control, and claims for indemnification thereon may be pursued, until the final resolution of such claimwhichever occurs first. (c) Notwithstanding anything herein On the applicable Survival Expiration Date, the representations, warranties and covenants of the parties shall terminate and have no further force and effect; provided, however, that any representation, warranty or covenant that is the subject of a claim for indemnification under this Section 7 of which notice to the contrary, indemnification for claims which arise out Significant Common Shareholders is given in writing setting forth the specific claim and the basis therefor in reasonable detail prior to the applicable Survival Expiration Date shall survive with respect to such claim until the final resolution thereof. The representations and warranties of the fraud, gross negligence, action taken Company and Purchasers contained in bad faith or intentional misrepresentation made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the Indemnifying Party shall expire 30 days after subject matter thereof made by or on behalf of Purchasers or the expiration of all applicable statutes of limitations, including extensions thereofCompany. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations warranties of each Indemnifying Party contained in of the parties to this Agreement contained herein or in any Transactional Agreement (other than the Jonny Cat Copack Termination Agreement, the Fresh Step Coarse Clay Amendment and all the Liner Purchase Order), as modified by any new Disclosure Schedule or supplement or amendment to an existing Disclosure Schedule delivered pursuant to SECTION 2.27, shall survive the Closing and the sale of the Assets to Buyer until July 31, 2004, except for breaches of representations and warranties for which a written Claim Notice (as defined below) or with respect to which a Third Party Claim Notice (as defined below), as the case may be, has been received by the alleged breaching party by such date; PROVIDED HOWEVER that the representations and warranties set forth in clause (c) of SECTION 2.2, SECTION 2.12, SECTION 2.19 and SECTION 2.23 shall survive the Closing Date until the expiration of the applicable statute of limitations. Neither Sellers nor Buyer shall have any liability whatsoever to the other with respect to any such representations or warranties after the survival period for such representations or warranties expires, except for breaches of representations and warranties for which a written Claim Notice or with respect to which a Third Party Claim Notice, as the case may be, has been received by the alleged breaching party prior to the expiration of such survival period and except for claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained based on fraud. Notwithstanding anything to the contrary in this Agreement, no investigation by Buyer shall survive affect the execution representations and warranties of Sellers set forth in this Agreement or the Disclosure Schedules, or contained in any other Transactional Agreement, . The covenants and shall expire 18 months following the Closing Date, except that: (i) the covenants, other agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of parties in this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in until fully performed. For purposes of this Agreement, includinga "CLAIM NOTICE" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, without limitationacting in good faith, delivers to the covenants, agreements alleged breaching party a written notice stating that such Indemnitee believes that there is or obligations has been a possible Breach of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warrantywarranty and containing (a) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, shall survive and containing, if applicable, any information required under SECTION 8.4(A) with respect to any Third Party Claim relating to such possible Breach of which the Closing Date Indemnitee has notice or knowledge, and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrarya non-binding, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration preliminary estimate of the representation, warranty, covenant, agreement aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution indirect result of such claimpossible Breach. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All Notwithstanding any right of EQBK to investigate fully the affairs of Docking and the Bank and notwithstanding any knowledge of facts determined or determinable by EQBK pursuant to such investigation or right of investigation, EQBK has the right to rely fully upon the representations, warranties, covenants, covenants and agreements of Docking and obligations of each Indemnifying Party the Bank contained in this Agreement and all claims of or in any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in certificate delivered pursuant to this Agreement, shall survive the execution of this Agreement, . Subject to Section 5.16 and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless as otherwise expressly provided in this Agreement, includingnone of the representations, without limitationwarranties, covenants or agreements shall survive the Closing, except: (a) all representations and warranties of Docking or the Bank contained herein (other than any representations and warranties in Section 3.12 which are subject to Section 5.16) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date (collectively, the covenants“Surviving Representations”); (b) the covenants and agreements of Docking or the Bank contained herein (other than any covenants and agreements contained in Section 5.16, which are subject to Section 5.16, and the covenants and agreements or obligations identified in Section 9.01(d)) shall survive the Closing for the period explicitly specified therein or, if none specified, until the date that is 18 months from the Closing Date (collectively, the “Surviving Covenants”); (c) the covenants and agreements of any of the Transferor Parties or any of the Acquiring Parties EQBK and Equity Bank set forth in Sections 5.7, 5.8, 9.1, 9.2 6.07 and 9.46.12 shall survive the Closing and shall remain in full force and effect for the period explicitly specified therein; and (iid) the Excluded covenants and agreements set forth in Article XI shall survive the Closing indefinitely. The Surviving Representations and Warrantiesthe Surviving Covenants shall terminate and expire, and all claims of with respect to any Transferor Party Indemnitee Loss based upon, arising out of, or Acquiring Party Indemnitee otherwise to the extent in respect of any breach fact, circumstance or Claim with respect to which EQBK shall not have given a Claims Notice to Docking prior to the applicable date referred to in this Section 9.01. Without limiting the foregoing, the Surviving Representations and the Surviving Covenants shall be deemed to include the matters set forth in the certificates delivered pursuant to Sections 2.02(j) or 2.02(k), as applicable (the “Certifications”), which Certifications shall survive, with respect to any Surviving Representation or Surviving Covenant referred to or set forth therein, for the same period of time as the corresponding Surviving Representation or Surviving Covenant; provided, however, that if any such representation or Certification contains an intentional misrepresentation as of the date delivered (including with respect to any representation, warranty, covenant or agreement which is not a Surviving Representation or Surviving Covenant), such Certification shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofindefinitely. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. Except as ------------------------------------------------------- set forth in the proviso below, each of the representations and warranties made in this Agreement or any Transaction Document shall survive each of the Closings as provided below, regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in respect thereof. The representations and warranties set forth in this Agreement (aother than representations and warranties contained in Section 2.1(b) All representations(relating to the capital structure of HT, warrantiesHLP and each Subsidiary), covenantsSection 2.1(c) (relating to the authority of HT, agreements HLP and obligations each Subsidiary), Section 2.1(k) (relating to Taxes), Section 2.1(l) (relating to pension and benefits plans) and Section 2.1(o) (relating to environmental matters), which representations and warranties shall survive until the expiration of the applicable statute of limitations) or any Transaction Document shall terminate on the date that is one year and six months from the date of the last Subsequent Closing Date. Following the date of termination of a representation or warranty, no claim can be brought with respect to a breach of such representation or warranty, but no such termination shall affect any claim for a breach of a representation or warranty that was asserted in writing pursuant to Article 8 hereof before the date of termination. To the extent that a covenant or agreement is performable after the First Closing, the Second Closing or any Subsequent Closing, as applicable, each Indemnifying Party such covenant or agreement shall survive such Closing indefinitely. Notwithstanding the general survival provisions contained in this Agreement Section 9.1, (i) HT and HLP shall be deemed to have waived any and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of rights and remedies as to any breach by CHP of any representation, warranty, covenantcovenant or agreement of CHP contained herein (other than the obligation to acquire all Subsequent Closing Units) or in any Transaction Document, agreement if HT or obligation HLP shall have knowledge of any Indemnifying Party contained in such breach, and notwithstanding such knowledge, HT and HLP shall have subsequently consummated a Closing contemplated by this Agreement, shall survive the execution of this Agreement, ; and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, CHP shall be deemed to have waived any and all claims rights and remedies as to any breach by HT or HLP of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenantcovenant or agreement of HT or HLP contained herein (other than the obligation to issue the Subsequent Closing Units) or in any Transaction Document occurring prior to such Closing, agreement or obligation upon which such claim is based if CHP shall not expire, and claims for indemnification thereon may be pursued, until the final resolution have knowledge of such claimbreach and, notwithstanding such knowledge, CHP shall have subsequently consummated a Closing contemplated by this Agreement. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsThe parties to this Agreement hereby agree that the remedy for any breach of a representation or warranty, warranties, covenants, agreements and obligations of each Indemnifying Party covenant or agreement contained in this Agreement and all claims of shall be the indemnification provisions set out in this Article XII; provided, however, that nothing in this Section 12.1 shall prohibit any Acquiring Party Indemnitee party from seeking specific performance or Transferor Party Indemnitee injunctive relief against any other party in respect of a breach by such other party of any covenant hereunder; and provided further, that nothing in this Section 12.1 shall limit any party’s remedies for a breach of any representation, warranty, covenant, agreement or obligation a covenant occurring prior to the Closing. (a) The representations and warranties of any Indemnifying Party the parties contained in this Agreement, any schedule or any certificate delivered pursuant hereto, shall survive the execution Closing and shall continue in full force and effect (a) in the case of the representations and warranties of Sellers and Madden contained in Sections 4.6, 4.15, 4.16, 4.23 and 5.5 until thirty (30) days following the expiration of the applicable statutory period of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time, (b) in the case of the representations and warranties of Sellers and Madden contained in Sections 4.1, 4.2, 4.3, 4.20, 5.1 and 5.2, indefinitely, and (c) in the case of all other representations and warranties of the parties contained in this Agreement, and shall expire 18 in any schedule or any certificate delivered pursuant hereto, until twenty-four (24) months following after the Closing Date. Each party hereto shall be entitled to rely on any such representation or warranty regardless of any independent knowledge of such party or any inquiry or investigation made by or on behalf of such party. Notwithstanding the foregoing, except that:any representation or warranty in respect of which indemnity may be sought hereunder shall survive the time at which it would otherwise terminate pursuant to this Section 12.1 if notice of the breach thereof shall have been given to the party against whom such indemnity may be sought prior to the expiration of the applicable survival period. (ib) the covenants, The parties’ covenants and agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of under this Agreement shall survive the Closing Date and shall not expire indefinitely unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements a shorter period of performance is specified with respect to such covenant or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofagreement. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. If the Merger is consummated, the representations and warranties made by the Company herein, in the Company Disclosure Letter (including any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 15 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations for claims against the Converting Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that (a) All representationsno right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the Converting Holders’ Agent on or prior to the applicable expiration of such representations and warranties shall be affected by such expiration and (b) such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out of, warrantiesresulting from or in connection with any fraud (including the element of scienter), intentional misrepresentation or willful breach committed by the Company or any Converting Holder; provided, further, that in the event of such fraud (including the element of scienter), intentional misrepresentation or willful breach, such representations and warranties shall survive until the date that is seven years following the Closing Date; and provided, further, that all Tax representations shall survive until the date that is 60 days after the expiration of the statute of limitations for the applicable Taxes. If the Merger is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes such covenant, agreement or obligation. Except for the representations and warranties expressly set forth in Article II, Acquirer and Merger Sub acknowledge and agree that (a) none of limitationsthe Company or any other Person on behalf of the Company makes any other express, implied or statutory representation or warranty with respect to the Company, its business, projections, forecasts, assets or liabilities, or any representation or warranty relating to current or future financial condition, results of operations, any implied warranties of merchantability, suitability, fitness, for a particular purpose, title, enforceability or non-infringement, or with respect to any other information provided to Acquirer and Merger Sub with respect to the Company, and Acquirer and Merger Sub have not relied upon any such representation and warranty other than those expressly set forth in Article II, and (b) other than the representations and warranties set forth in Article II, neither Acquirer nor any other Person on its behalf is relying on any other representation or warranty of the Company or any other Person on its behalf, whether express, implied or statutory, and neither the Company nor any Person on behalf of the Company shall have any liability to Acquirer, Merger Sub or any other Person for any information provided to Acquirer or its Representatives relating to the business of the Company, including extensions thereofany materials made available to Acquirer or its financial and legal advisors or other Representatives in connection with Acquirer’s due diligence review (including in the virtual data room established by the Company in connection with the Transactions) or management presentations, due diligence discussions or in any other form. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsThe representations and warranties of the Company contained in this Agreement, warrantiesthe Company Disclosure Schedule, covenantsand the documents and certificates delivered pursuant to Section 7.02(a), agreements (o) and obligations (v) hereof and the representations and warranties of each Indemnifying Party the Company Stockholders in the Stockholder Consents, the Affiliate Agreements and the Letters of Transmittal (collectively, the “Acquisition Documents”) shall survive the Effective Time for a period ending on the day (the “Expiration Date”) that is the 18 month anniversary of the Effective Time; provided, however, the representations and warranties in the first sentence of Section 3.15(i) (280G Representation) shall survive for the statute of limitations under applicable law for any claim beyond the Effective Time, and (ii) the representations and warranties set forth in Sections 3.14 (Intellectual Property) and 3.15 (Taxes) (the “Fundamental Representations”) shall survive the Effective Time for a period of 30 months. The representations and warranties of Parent contained in this Agreement and all claims the Escrow Agreement shall not survive beyond the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. Neither the period of survival nor the liability of the Company Stockholders with respect to the Company’s and such Company Stockholders’ representations and warranties shall be affected by any investigation made at any time (whether before or after the Effective Time) by or on behalf of Parent or by any actual, implied or constructive knowledge or notice of any Acquiring Party Indemnitee facts or Transferor Party Indemnitee in respect circumstances that Parent may have as a result of any breach such investigation or otherwise. The parties hereto agree that reliance shall not be an element of any representation, warranty, covenant, agreement claim for misrepresentation or obligation indemnification under this Agreement. The waiver by Parent of any Indemnifying Party contained in this Agreement, shall survive condition based on the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach accuracy of any such representation or warranty, or based on the performance of, or compliance with, any covenant or obligation, shall survive not affect the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitationsright to indemnification or other remedy based on such representations, including extensions thereof. (b) Notwithstanding anything herein to the contrarywarranties, indemnification for claims for which covenants or obligations. If written notice as provided in Section 9.5 of a claim has been given prior to the expiration of the representationapplicable representations and warranties by a Parent Indemnified Party to the Stockholders’ Representative, warranty, covenant, agreement or obligation upon which then the relevant representations and warranties shall survive as to such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimclaim has been finally resolved. (cb) Notwithstanding anything herein to the contraryThe respective covenants, indemnification for claims which arise out agreements and obligations of the fraudCompany, gross negligenceParent and Merger Sub set forth in this Agreement or in any certificate, action taken document or other instrument delivered pursuant to Section 7.02, in bad faith or intentional misrepresentation the case of the Indemnifying Party Company, and Section 7.03, in the case of Parent and Merger Sub, shall expire 30 days after survive the expiration execution and delivery of all applicable statutes this Agreement, any investigation by or on behalf of limitationsany party hereto, including extensions thereofand the Effective Time without limitation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations of each Indemnifying Party contained warranties in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided continue in this Agreementfull force and effect until twelve (12) months after the Closing Date; provided, includinghowever, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all that claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, Fraud shall survive the Closing Date and shall expire 30 until the date that is sixty (60) days after following the expiration of all the statute of limitations applicable statutes thereto. All covenants and agreements contained herein which by their terms contemplate full performance at or prior to the Closing shall terminate upon the Closing. Each covenant or agreement contained herein which is to be performed by its terms after the Closing Date shall survive until the last date for performance of limitationssuch covenant or agreement as provided in this Agreement. The end date of the applicable survival period for the representations, including extensions thereof. warranties, covenants and agreements contained herein is herein referred to as the “Survival Expiration Date”. No claim for indemnification relating to the representations, warranties, covenants and agreements contained in this Agreement may be asserted pursuant to this Agreement unless (a) such claim is asserted in writing on or before the applicable Survival Expiration Date and (b) such claim is made in respect of Damages incurred prior to the applicable Survival Expiration Date or, to the extent arising out of a claim by a third party (including any claim by any Governmental Authority) (a “Third Party Claim”), (x) an Action is commenced or such claim is asserted by such third party in writing prior to the applicable Survival Expiration Date, and (y) such claim is made in respect of Damages reasonably expected to arise in connection with such Third Party Claim. Notwithstanding anything herein to the contrarycontrary contained herein, no Person may seek indemnification under this Agreement in respect of any claim that such Person intentionally induced a third party to make or any claim made by a third party following notice by such Person that such a claim may exist; provided, however, that the foregoing shall not affect such Person’s right to seek indemnification under this Agreement if the action or disclosure constituting such inducement or notice was believed by such Person, in good faith, to be required to be made by such Person in accordance with Applicable Law or contract. No claim for claims for which written notice as provided indemnification relating to a Buyer Claim made under Section 9.2(a)(ii) (other than a claim arising from any breach, violation or default by the Company or Seller of any covenant, agreement or obligation of the Company or Seller in Section 9.5 has been given 6.5, 6.16, 6.18, 6.19, 6.21 or 6.22 of this Agreement), Section 9.2(a)(iii), Section 9.2(a)(v) or Section 9.2(a)(vi) may be asserted pursuant to this Agreement unless such claim is asserted in writing within twelve (12) months after the Closing Date. No claim for indemnification relating to a Buyer Claim made under Section 9.2(a)(vii) may be asserted pursuant to this Agreement unless such claim is asserted in writing prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until applicable statute of limitations with respect to the final resolution Transfer Pricing Liabilities that are the subject of such claimBuyer Claim (the latest such expiration date, the “Transfer Pricing Expiration Date”). (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, (a) All representations, warranties, covenants, agreements the representations and obligations warranties of each Indemnifying Party the Seller and the representations and warranties of the Acquired Companies contained in this Agreement (other than the Fundamental Representations) and all claims the covenants and agreements of Seller and the Acquired Companies contained in this Agreement that, by their terms, are to be performed in full prior to the Closing (each a “Seller Pre-Closing Covenant”) shall not survive beyond the Closing and neither Seller nor any Acquiring other Seller Related Party Indemnitee shall have any liability in respect thereof, or Transferor Party Indemnitee in respect of any breach other Claim or cause of action of any representationkind arising out of or relating to this Agreement, warrantyany certificate, covenantinstrument, agreement opinion or obligation other documents delivered hereunder, or the negotiation, execution or performance hereof or thereof, in each case at any time after the Closing; and (b) the covenants and agreements of any Indemnifying Party Acquirer contained in this Agreement that, by their terms, are to be performed in full prior to the Closing (each an “Acquirer Pre-Closing Covenant”) shall not survive beyond the Closing and neither Acquirer nor any other Acquirer Related Party shall have any liability in respect thereof, or in respect of any other Claim or cause of action of any kind arising out of or relating to this Agreement, any certificate, instrument, opinion or other documents delivered hereunder, or the negotiation, execution or performance hereof or thereof, in each case at any time after the Closing; provided, however, that in the case of clauses (a) and (b) above, it is understood and agreed that those covenants and agreements of Seller and Acquirer that by their terms apply or are to be performed in whole or in part after the Closing (each a “Post-Closing Covenant”) shall survive the execution of this Agreement, Closing and shall expire 18 months may be enforced by the parties hereto at law or in equity in accordance with their terms following the Closing; and provided, further, that, the provisions of clauses 10.1(a) and (b) shall not affect the rights of (A) Acquirer to seek recovery of Damages arising out of or resulting from any Fraud by any of the Acquired Companies or the Seller in connection with the representations and warranties of the Acquired Companies and Seller, respectively, set forth herein, or (B) Seller to seek recovery of Damages arising out of or resulting from any Fraud by Acquirer in connection with the representations and warranties of Acquirer set forth herein. If the Share Purchase or the Mergers are completed, the Fundamental Representations shall survive the Closing Dateand remain in full force and effect, except that: (i) the covenants, agreements regardless of any investigation or obligations disclosure made by or on behalf of any of the Transferor Parties or any parties hereto until the date that is thirty (30) days after expiration of the Acquiring Parties which by their terms are applicable statute of limitations; provided, further, that, no right to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee indemnification pursuant to Article IX in respect of any breach of any such representation claim that is set forth in a Claim Certificate delivered to an Indemnifying Person on or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representationsuch representations and warranties shall be affected by such expiration; provided, warrantyfurther, covenantthat, agreement or obligation upon which such claim is based expiration shall not expireaffect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Damages arising out of, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from or in connection with any Fraud by or on behalf of an inaccurate representation herein if Indemnifying Person in connection with the representations and warranties made by such Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the ClosingPerson in this Agreement.

Survival of Representations, Warranties and Covenants. Except as to (ai) All representations, warranties, covenants, agreements the representations and obligations of each Indemnifying Party warranties contained in this Agreement Paragraph 3.3 (relating to title to the Presto Shares), and all claims the covenant in Paragraph 9.2 (relating to the delivery of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, Presto Shares and other instruments and forms) which shall survive the execution closing and remain in effect indefinitely, (ii) the representations and warranties contained in Paragraph 3.22 (relating to environmental matters), which shall survive the Closing until the expiration of this Agreement, and shall expire 18 months following three (3) years from the Closing Date, except that: (iiii) the covenantscovenants contained in Paragraphs 6.9 (relating to covenant not to compete) and 6.10 (relating to non-solicitation) which shall survive the Closing for the periods specified therein and (iv) the representations and warranties contained in Paragraph 3.10 (relating to Taxes), agreements or obligations of any which shall survive the Closing until the expiration of the Transferor Parties last day on which any Tax may be validly assessed by the Internal Revenue Service 50 or any other Governmental Entity against the Presto Assets or the Presto Business, the representations, warranties and covenants of the Acquiring Parties which by their terms are to be performed after the execution Shareholders and of Buyer contained in this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided until the expiration of eighteen (18) months from the Closing Date. Any demand for indemnification or associated action hereunder must be made if at all on or before the time periods described in this Agreementparagraph 11.8, including, without limitation, by the covenants, agreements party making such demand or obligations of instituting such action ("Claimant") either (i) instituting litigation ------ by that date and serving notice thereof in writing on against whom any such liability is asserted the party(s) ("Indemnifying Parties") within three (3) months of the Transferor Parties or any filing of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and complaint or other filing initiating such action or (ii) giving written notice on or -- before such date to the Excluded Representations Indemnifying Parties (in the case of notice given by Buyer (or its director, officer, shareholder, employee or agent, as appropriate), such notice need be given to not fewer than two (2) Principal Shareholders specifying the nature of the demand or cause of action and Warranties, and all claims the general facts upon which it is or will be based. The requisite degree of any Transferor Party Indemnitee or Acquiring Party Indemnitee specificity shall be that which is reasonable under the circumstances then obtaining. Unless a Claimant hereunder institutes an action in respect of any breach of any such representation a claim hereunder or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which provides a written notice with respect to such claim as provided above, in Section 9.5 has been given prior to either case on or before the expiration of the representationtime periods described herein, warranty, covenant, agreement or obligation upon which such claim is based shall may not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimshall thereafter be deemed irrevocably waived and forever barred. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, the representations, warranties and covenants of Seller set forth in this Agreement and Seller’s liability under any provision of this Agreement and under any Closing Document (as defined below), will survive the Closing for a period ending on November 30, 2016; provided however, that if Purchaser delivers written notice(s) to Seller of a breach of a representation, warranty or covenant of Seller prior to the expiration of such period (such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) shall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, if applicable, the execution resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller Survival Period”). Purchaser shall not have any right to bring any action for monetary damages against Seller as a result of (i) any untruth, inaccuracy or breach of such representations and warranties under this Agreement or any Closing Document, or (ii) the failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and shall expire 18 months following agreements executed at Closing (“Closing Documents”), unless and until the Closing Dateaggregate amount of all liability and losses arising out of all such untruths, except that: inaccuracies, breaches and failures (iincluding Seller’s liability for attorneys’ fees and costs due to Purchaser) the covenantsexceeds $100,000. In addition, agreements or obligations of in no event will Seller’s liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution other provision of this Agreement shall survive or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the Closing Date and shall not expire unless otherwise expressly provided aggregate, one percent (1%) of the Purchase Price. In order to secure Seller’s obligations set forth in this AgreementSection 16.1(a), Seller shall cause Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, (“Guarantor”), to execute and deliver a guaranty in favor of Purchasers guaranteeing Seller’s obligations under this Section 16.1(a) for the duration of the Survival Period (the “Guaranty”). (b) Seller shall have no liability to Purchaser following Closing with respect to any specific representation, warranty or covenant of Seller herein if, prior to the Closing, Purchaser has actual knowledge of such specific breach of a representation, warranty or covenant of Seller herein (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s review of the covenantsDue Diligence Items and its due diligence tests, agreements investigations and inspections of the Property, or obligations of written disclosure by Seller or Seller’s agents and employees) that contradicts any of the Transferor Parties Seller’s representations, warranties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warrantiescovenants herein, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive Purchaser nevertheless consummates the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimtransaction contemplated by this Agreement. (c) Notwithstanding anything herein to the contraryThe Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, indemnification for claims which arise out of the fraudwarranties, gross negligence, action taken in bad faith covenants and agreements made or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee undertaken by Seller or Purchaser under this Agreement for any loss resulting from an inaccurate representation herein if Agreement, unless otherwise specifically provided herein, will not survive the Indemnifying Party establishes that Closing Date but will be merged into the Indemnitee had knowledge of that inaccuracy before Closing Documents delivered at the Closing. The Termination Surviving Obligations shall survive termination of this Agreement without limitation unless a specified period is otherwise provided in this Agreement. The limitations on Seller’s liability contained in this Article XVI are in addition to, and not limitation of, any limitation on liability provided elsewhere in this Agreement or by law or any other contract, agreement or instrument.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations representations and warranties of each Indemnifying Party the parties contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Initial Closing until the second anniversary of the Initial Closing Date; provided, however, that the representations and warranties (i) of ST and the Sellers set forth in Section 5.1 (organization, authority and qualification), Section 5.3 (power and authorization) and Section 5.5(a) (title to purchased assets) (collectively, the "Sellers' Perpetual Representations") shall survive the Initial Closing indefinitely, (ii) of ST and the Sellers set forth in Section 5.17 (Tax Matters), Section 5.9 (environmental matters) and Section 5.18 (employee matters) shall terminate 60 days following the expiration of the applicable statute of limitations with respect to the particular matter that is the subject matter thereof and (iii) of the Buyer set forth in Section 6.1 (organization, authority and qualification) and Section 6.3 (power and authorization) (collectively, the "Buyer's Perpetual Representations") shall survive the Initial Closing indefinitely; provided, further, that all of the Pre-Initial Closing Covenants of the parties contained in this Agreement shall survive the Initial Closing and continue in full force and effect for a period of nine (9) months from the Initial Closing Date and all of the Post-Initial Closing Covenants of the parties (which shall not expire unless otherwise expressly provided include obligations under this Section 10) contained in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, Agreement shall survive the Initial Closing Date and continue in full force and effect indefinitely; and provided, further, that the representations and warranties of the parties in this Agreement made at the Dialaround Closing shall expire 30 days after not survive beyond the expiration Dialaround Closing and there shall be no indemnification obligation for any representations or warranties made at the Dialaround Closing (but this shall not affect any representations and warranties made with respect to the Dialaround Assets on the date of all applicable statutes this Agreement or the Initial Closing Date). For avoidance of limitationsdoubt, including extensions thereofany claim for Losses related to Excluded Liabilities or Excluded Assets shall survive the Initial Closing and continue in full force and effect indefinitely. In addition, the Buyer shall have the right, prior to the end of the aforementioned nine (9) month period, to initiate and complete a review by a forensic accountant to determine if there were any breaches of Pre-Initial Closing Covenants. The cost of such review shall be borne by the Buyer, unless the aggregate Losses arising from breaches of the Pre-Initial Closing Covenants exceeds $500,000, in which case the cost of the forensic accountant will be borne by ST and the Sellers. (b) Notwithstanding anything herein to the contrarycontrary in this Section 10..1, indemnification any notice given in accordance with Section 12.2 of this Agreement (and delivered within the applicable survival period for claims such representation or warranty) claiming an alleged breach of any representation or warranty contained in this Agreement shall without further action extend the survival period for which written notice the representation or warranty alleged to have been breached solely as provided in Section 9.5 has been given prior applied to the expiration of the representation, warranty, covenant, agreement or obligation upon which specific circumstances set forth in such claim is based shall not expire, and claims for indemnification thereon may be pursued, notice until immediately after the final resolution of the matter; provided any such claimclaims are made in good faith. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each The Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any Parties’ liability for Damages resulting from the breach of any representationcovenant of N-able, warrantyto the extent to be performed pre-Closing under this Agreement, covenant, agreement or obligation breach of any Indemnifying Party contained in representations or warranties of N-able under this Agreement, shall survive the execution of this Agreement, Closing and shall expire 18 continue until that date that is eighteen (18) months following the Closing Date, except that. Notwithstanding the foregoing: (a) (i) claims for indemnification based on breaches of representations and warranties in connection with Section 4.11 (Taxes) shall survive through and until that date that is sixty (60) days after the covenantslast day upon which any Governmental Entity is entitled to assess or reassess N-able with respect to any Tax, agreements or obligations of having regard to any waivers given by N-able in respect of the Transferor Parties Tax, and any entitlement of a Governmental Entity to assess or any reassess in the event of the Acquiring Parties which by their terms are fraud or misrepresentation or attributable to be performed after the execution of this Agreement shall survive the Closing Date neglect, carelessness or willful default and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations claims for indemnification based on breaches of representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee warranties in respect of any breach of any such representation or warranty, connection with Section 4.12 (Employee Benefit Plans) shall survive the Closing Date through and shall expire 30 until that date that is thirty (30) days after the expiration of all the applicable statutes statute of limitationslimitations (together, including extensions thereof.the “Statute of Limitation Claims”); and (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursuedbased on breaches of representations and warranties in connection with Section 4.1 (N-able Corporate Organization, until Standing and Power), Section 4.2 (Capitalization), Section 4.3 (Authority), Section 4.9 (Title to Property and Assets), Section 4.21 (Brokers or Finders) and fraud, willful misrepresentation and willful breach shall survive indefinitely (“Indefinite Claims”). Xxx Xxxxxxx xx Xxxxxxxxxx Claims and Indefinite Claims are collectively the final resolution of such claim“Surviving Claims. (c) Notwithstanding anything herein ” Unless otherwise specified herein, to the contrary, indemnification for claims which arise out of extent that any covenants in this Agreement describe performance by the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days Parties hereto from and after the expiration of all Closing, such covenants shall survive the Closing until such covenants are fully performed by the applicable statutes of limitations, including extensions Party or waived by the beneficiaries thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsExcept as set forth below in this Section 7.01, warrantiesthe representations and warranties of the Sellers, covenants, agreements Parent and obligations of each Indemnifying Party Purchaser contained in this Agreement or in any certificates or documents delivered hereunder shall survive for a period of time ending at 11:59 p.m. Eastern Time, on that date which is twelve (12) months after the Closing Date. (b) The representations and all claims warranties of Sellers contained in Sections 3.01 (Capacity), 3.02 (Ownership) and 3.05 (Brokers), (collectively, the “Seller Fundamental Representations”) shall, in each case, survive for a period of time ending at 11:59 p.m. Eastern Time on the date on which is 60 days after the longest relevant statute of limitations period expires (including any Acquiring Party Indemnitee extensions thereof) (as such statute of limitations period pertains to the underlying subject matter of such representation and warranty, or Transferor Party Indemnitee in respect to the ability of Parent, Purchaser or any third party to make a claim relating to a breach of any representation, such representation and warranty, covenantas the case may be, whichever is later). (c) The Purchaser Fundamental Representations shall survive until the expiration of the applicable statute of limitations. (d) For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties. (e) Any covenant or agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are Agreement that is to be performed after the execution of this Agreement Closing shall survive the Closing Date and remain in full force and effect until fully performed in accordance with its terms. Any claim for a failure of a party hereto to perform or comply with any of its covenants or agreements contained herein that are to be performed on or prior to the Closing shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofClosing. (bf) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided any claim made under and in Section 9.5 has been given accordance with this Article VII prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which applicable period set forth above shall survive until such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimfinally resolved. (cg) Notwithstanding anything herein This Section 7.01 shall not limit any claim or recovery available to Purchaser (or any additional insured) under the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofR&W Insurance Policy. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All Except as hereinafter provided in this Section 9.2, and except for indemnification obligations set forth in Section 10.7 of the Villazon Agreement (which are incorporated herein by reference pursuant to Section 9.8 and survive without limitation) and expense reimbursement obligations set forth in Section 10.8 of the Villazon Agreement (which are incorporated herein by reference pursuant to Section 9.8 and survive for a five year period), all representations, warranties, covenants, agreements and obligations of each of Buyer and the Sellers (each, an "Indemnifying Party Party") contained in this Agreement herein and all claims of any Acquiring Party Buyer Indemnitee or Transferor Party Seller Indemnitee (each, an "Indemnitee") in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, Closing and shall expire 18 months following two years after the Closing Date. (b) Each of the following representations, except that: warranties, covenants, agreements and obligations of the Sellers as Indemnifying Parties shall survive the Closing Date until the expiration of sixty (60) days following any applicable statute of limitations, including extensions thereof: (i) the inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by any Seller any time in this Agreement arising out of fraud, or willful misconduct; (ii) any inaccuracy or misrepresentation in or breach of any representation or warranty made in any representation as to Taxes regardless of whether or not such inaccuracy or misrepresentation or breach arises out of fraud, gross negligence or willful misconduct (which shall be considered as set forth in Section 9.5 below); and (iii) the breach or failure to perform by any Seller after the Closing Date of any of the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided Sellers contained in this Agreement, including, without limitation, . (c) The termination of the covenants, agreements or obligations representations and warranties provided herein shall not affect the rights of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Buyer Indemnitee or Acquiring Party Seller Indemnitee (as applicable) in respect of any breach of any claim for indemnity made by such representation or warranty, shall survive Indemnitee in a writing received by the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given Indemnifying Party prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimapplicable survival period provided herein. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations of each Indemnifying Party warranties contained in this Agreement and all claims of in any Acquiring Party Indemnitee or Transferor Party Indemnitee document delivered in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement connection herewith shall survive the Closing Date solely for purposes of Article XI and shall not expire unless otherwise expressly provided terminate on June 30, 2006 (the “Survival Date”), except that the representations and warranties set forth in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and Section 6.3 (ii“Ownership”) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and remain in full force and effect without termination and the covenants set forth in Section 11.1(a)(vii) shall expire 30 days after survive until the expiration of all the applicable statutes statute of limitations, including extensions thereof. The covenants and agreements of the parties set forth in this Agreement and the indemnification obligations of the parties hereunder shall survive until satisfied in accordance with their respective terms. (b) Notwithstanding anything herein Except for the amount with respect to the contrarywhich Buyer shall have, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration Survival Date, previously made a bona fide claim pursuant to the procedures set forth in Article XI and for which the obligations to indemnify, if any, shall not have been satisfied from the Indemnity Escrow Funds (the “Outstanding Escrow Claims”), title and all rights to the Indemnity Escrow Funds shall automatically transfer to the Sellers’ Representative (on behalf of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expireSellers) on the Survival Date, and claims Buyer shall take all actions necessary to cause the Escrow Agent to release the Indemnity Escrow Funds less the amount of the Outstanding Escrow Claims to the Sellers’ Representative (on behalf of the Sellers) on the Survival Date. If any Required Lease Consent is not obtained prior to the Survival Date, the Lease Repayment Amount which would be applicable to the Real Property Lease related to such Required Lease Consent (the “Holdback”) shall be deemed to be an Outstanding Escrow Claim solely for indemnification thereon may be pursuedthe purposes of retaining the Indemnity Escrow Funds with the Escrow Agent in order to satisfy a potential future claim pursuant to Section 8.4(d) with respect to such Required Lease Consent. Title and all rights to the Holdback related to the applicable Required Lease Consent shall automatically transfer to the Sellers’ Representative (on behalf of the Sellers) on the earlier of (x) the date that such Required Lease Consent is obtained and (y) the second anniversary of the Closing Date unless, until in the final resolution case of (y), prior thereto the lessor under such claimReal Property Lease has evicted the Company from the premises related to the applicable Real Property Lease as a result of the failure to obtain such Required Lease Consent and the Company Group has continued to tender all rent under such Real Property Lease (the “Lease Payment Release Date”). In such case, Buyer shall take all actions necessary to cause the Escrow Agent to release the Indemnity Escrow Funds represented by the Holdback to the Sellers’ Representative on the Lease Payment Release Date. (c) Notwithstanding anything herein to the contrarycontrary in this Agreement, indemnification for claims if Buyer provides to Sellers’ Representative by June 15, 2006 a written notice setting forth Buyer’s good faith estimate of any Pre-Closing Taxes (which arise out good faith estimates are based on the advice of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation third party Tax accountants of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (dCompany Group) No Indemnifying Party for which Buyer is required entitled to indemnify any Indemnitee under be indemnified pursuant to this Agreement with respect to Pre-Closing Tax Returns for any loss resulting from the taxable year ending on the Closing Date or Straddle Periods ending on December 31, 2005 which Pre-Closing Tax Returns will not have been filed by such date, an inaccurate representation herein amount equal to such good faith estimate (which, if objected to by Sellers’ Representative shall be subject to the Indemnifying Party establishes arbitration procedures of Section 8.7(b), provided that the Indemnitee had knowledge Arbitrator shall be charged with independently determining whether such estimates are reasonable) shall be deemed to be an Outstanding Escrow Claim (the “Outstanding Tax Claims”). Upon the earlier of (i) September 15, 2006 and (ii) the due date (including extensions) of the filing of the Pre-Closing Tax Returns referred to in the preceding sentence, Buyer and Sellers’ Representative shall cause the Escrow Agent to release promptly any remaining cash held by the Escrow Agent with respect to the Outstanding Tax Claims to the Sellers’ Representative (on behalf of the Sellers). For the avoidance of doubt, the amounts of the Outstanding Tax Claim shall only be available to satisfy Sellers’ obligations with respect to Income Taxes (other than U.S. federal Income Taxes) for periods that inaccuracy before end as of the ClosingClosing Date or December 31, 2005.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, shall survive the execution representations, warranties and covenants of Seller set forth in this Agreement and Seller’s liability under any provision of this Agreement, and shall expire 18 months following under any Closing Document (as defined below), will survive the Closing Datefor a period ending on November 30, except that: 2016; provided however, that if Purchaser delivers written notice(s) to Seller(s) of a breach of a representation, warranty or covenant of Seller(s) prior to the expiration of such period (such notice[s] being collectively referred to herein as a “Breach Notice”), those representations, warranties and/or covenants referenced in such Breach Notice(s) shall survive beyond such period until conclusively and finally resolved by Purchaser and Seller including, if applicable, the resolution of any litigation beyond any applicable appeals periods (such period ending on November 30, 2016, as same may be extended by the terms hereof, the “Seller Survival Period”). Purchaser shall not have any right to bring any action for monetary damages against Seller as a result of (i) any untruth, inaccuracy or breach of such representations and warranties under this Agreement, or any Closing Document, or (ii) the covenantsfailure of Seller to perform its obligations under any other provision of this Agreement, or under any other document -47- or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of all such untruths, inaccuracies, breaches and failures (including Seller’s liability for attorneys’ fees and costs due to Purchaser) exceeds $100,000. In addition, in no event will Seller’s liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, or obligations of under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the aggregate, one percent (1%) of the Transferor Parties or any Purchase Price. In order to secure Seller’s obligations set forth in this Section 16.1(a), Seller shall cause Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, (“Guarantor”), to execute and deliver a guaranty in favor of Purchasers guaranteeing Seller’s obligations under this Section 16.1(a) for the duration of the Acquiring Parties which by their terms are Survival Period (the “Guaranty”). (b) Seller shall have no liability to be performed after Purchaser following Closing with respect to any specific representation, warranty or covenant of Seller herein if, prior to the execution Closing, Purchaser has actual knowledge of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreementsuch specific breach of a representation, warranty or covenant of Seller herein (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s review of the covenantsDue Diligence Items and its due diligence tests, agreements investigations and inspections of the Property, or obligations of written disclosure by Seller or Seller’s agents and employees) that contradicts any of the Transferor Parties Seller’s representations, warranties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warrantiescovenants herein, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive Purchaser nevertheless consummates the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimtransaction contemplated by this Agreement. (c) Notwithstanding anything herein to the contraryThe Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, indemnification for claims which arise out of the fraudwarranties, gross negligence, action taken in bad faith covenants and agreements made or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee undertaken by Seller or Purchaser under this Agreement for any loss resulting from an inaccurate representation herein if Agreement, unless otherwise specifically provided herein, will not survive the Indemnifying Party establishes that Closing Date but will be merged into the Indemnitee had knowledge of that inaccuracy before Closing Documents delivered at the Closing. The Termination Surviving Obligations shall survive termination of this Agreement without limitation unless a specified period is otherwise provided in this Agreement. The limitations on Seller’s liability contained in this Article XVI are in addition to, and not limitation of, any limitation on liability provided elsewhere in this Agreement or by law or any other contract, agreement or instrument.

Survival of Representations, Warranties and Covenants. (a) All Subject to the provisions of this Section 7.1, all representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement (including the Disclosure Schedules) and all claims any other certificate or document delivered pursuant to this Agreement will survive the Closing. (b) The right to indemnification and payment of Losses based on such representations, warranties, covenants, and obligations (i) are subject to the limitations contained in Section 7.1(c), (ii) will not be affected by any Acquiring Party Indemnitee investigation conducted with respect to, or Transferor Party Indemnitee in 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 Date, with respect to the accuracy or inaccuracy of or compliance with, any breach of any such representation, warranty, covenant, agreement or obligation, and (iii) will be determined as if all references to “to the Knowledge” of any or all of the party making the representation or warranty, and all references to “material” and “materially” and words of similar effect, were deleted from any representation for purposes of determining if the minimum amounts set forth in Section 8.1(c) have been met. (c) If the Closing occurs, Sellers will have no liability (for indemnification or otherwise) with respect to any representation or warranty other than those in Sections 3.2, 3.4, 3.9, 3.12, and 3.18, or any covenant or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, to be performed and shall expire 18 months following complied with prior to the Closing Date, except that: (i) unless, on or before April 30, 2009, Buyer notifies Sellers of a claim specifying the covenantsfactual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Sections 3.2, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement3.4, including3.9, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties3.12, and all claims of 3.18 may be made at any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given time prior to the expiration of the representationapplicable statute of limitations. If the Closing occurs, Buyer will have no liability (for indemnification or otherwise) with respect to any representation or warranty, covenant, agreement or covenant or obligation upon which such claim is based shall not expire, to be performed and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein complied with prior to the contraryClosing Date, indemnification for claims which arise out unless, on or before April 30, 2009, Sellers notify Buyer of a claim specifying the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge factual basis of that inaccuracy before claim in reasonable detail to the Closingextent then known by Sellers.

Survival of Representations, Warranties and Covenants. If the First Merger is consummated, the representations and warranties of the Company contained herein, in the Company Disclosure Letter (aincluding any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 12 months following the Closing Date; provided that the Special Representations will remain operative and in full force and effect, until the expiration of the applicable statute of limitations (if later than the expiration of 12 months following the Closing Date) All representationsfor claims against the Converting Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy or breach of such representations or warranties; provided, further, that no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the Stockholders’ Agent on or prior to the Escrow Release Date shall be affected by the expiration of such representations and warranties; provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any fraud, intentional misrepresentation or willful breach by or on behalf of the Company until the expiration of the applicable statute of limitations. If the First Merger is consummated, the representations and warranties of Acquirer contained herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the date that is 12 months following the Closing. If the First Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. If the Merger is consummated, the representations and warranties made by the Company herein, in the Company Disclosure Letter (aincluding any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is eighteen (18) All representationsmonths following the Closing Date (the “Non-Fundamental Survival Date”); provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations and for claims against the Converting Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the Stockholders’ Agent on or prior to the Escrow Release Date in accordance with Article VIII shall be affected by the expiration of such representations and warranties; provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out, resulting from or in connection with any fraud, intentional misrepresentation or willful breach by or on behalf of the Company or any representative of the Company or, with respect to a Converting Holder, only to the extent such Converting Holder has actually participated in such fraud, intentional misrepresentation or willful breach, which rights shall survive indefinitely. If the Merger is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsExcept as otherwise provided in this Section 8.02, warrantiesall representations and warranties contained herein and the right to assert claims in respect of any breach thereof (whether by way of indemnification or otherwise) shall survive the Closing and any investigation hereafter conducted by or on behalf of the party entitled to benefit thereof, but shall expire at 5:00 p.m. New York time on the one-year anniversary of the Closing Date. (b) Notwithstanding Section 8.02(a) above, the representations and warranties made by the Company in Section 3.02 (Authority; Enforceability), Section 3.03 (Capitalization), Section 3.10 (Tax Matters) or otherwise relating to Tax matters, Section 3.16 (Employee Benefit Plans), or Section 3.18 (Brokers), and any claims for fraud committed by the Company or an Equity Holder against an Indemnitee, and the right to assert claims in respect of any breach thereof (whether by way of indemnification or otherwise), shall survive the Closing and any investigation hereafter conducted by or on behalf of the party entitled to benefit thereof until the expiration of any applicable statute of limitations, including extensions thereof. (c) Notwithstanding anything to the contrary herein, the survival period in respect of any representation or warranty in this Agreement, or any related claim, shall be extended automatically to include any time period necessary to resolve a claim for indemnification that was made before expiration of such survival period in accordance with the terms of this Article VIII, but not resolved prior to its expiration (provided that such extension shall be effective only with respect to such ongoing claim and no new claims may be made during such extension period). Liability for any such item shall continue until such claim shall have been finally settled, decided or adjudicated. Notwithstanding anything herein to the contrary, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which herein that by their terms are to be performed after the execution of this Agreement Closing shall survive the Closing Date and shall not expire unless otherwise expressly specifically provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party 110. Notwithstanding anything to the contrary contained in this Agreement, shall survive the execution representations, warranties and covenants of Seller set forth in this Agreement and Seller’s liability under any provision of this Agreement, any Seller Certificate and shall expire 18 months following the under any Closing DateDocument (as defined below) (collectively, except that: (i) the covenants“Seller’s Surviving Obligations”), agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall will survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreementuntil December 15, including, without limitation, 2021 (the covenants, agreements or obligations of any of “Survival Period”). Notwithstanding the Transferor Parties immediately preceding sentence or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything other provision herein to the contrary, indemnification if Seller obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant before or after Closing, then all representations and warranties made 40 by Seller that are covered in such estoppel certificate shall be null and void, and Purchaser shall accept such estoppel certificate in place thereof. Purchaser shall not have any right to bring any action for claims monetary damages against Seller as a result of (i) any untruth, inaccuracy or breach of such representations and warranties under this Agreement, any Seller Certificate or any Closing Document, or (ii) the failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and agreements executed at Closing (“Closing Documents”), unless and until the aggregate amount of all liability and losses arising out of all such untruths, inaccuracies, breaches and failures (including Seller’s liability for which written notice as provided attorneys’ fees and costs due to Purchaser) exceeds $100,000. In addition, in Section 9.5 has been given prior to no event will Seller’s liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 8.1, any other provision of this Agreement, any Seller Certificate or under any Closing Documents (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in the expiration aggregate, two percent (2%) of the representationPurchase Price. Seller has caused HGR Liquidating Trust, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. a Maryland statutory trust (c“Guarantor”) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required execute a joinder to indemnify any Indemnitee under this Agreement guaranteeing Seller’s Surviving Obligations for the Survival Period (the “Seller Guaranty”). In connection with (a) the preceding sentence, Guarantor hereby waives any loss resulting from an inaccurate representation herein if and all legal requirements that Purchaser institute any action or proceeding at law or in equity against Seller or any other person; and (b) the Indemnifying Party establishes that Seller Guaranty, Guarantor (or its successor) will maintain a net worth equal to at least Seven Million and No/100 Dollars ($7,000,000.00) during the Indemnitee had knowledge of that inaccuracy before the ClosingSurvival Period.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations of each Indemnifying Party contained warranties in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly terminate on the date that is 12 months after the Closing Date; provided that the representations and warranties set forth in this Agreement, including, without limitation, (a) Section 3.10 (Employee Benefit Plans; Employment Agreements) shall survive until the covenants, agreements or obligations of any three year anniversary date of the Transferor Parties or any Closing, and (b) Section 3.2(a) (Capitalization of the Acquiring Parties in Sections 5.7Company), 5.8Section 3.3 (Authority), 9.1Section 3.15 (Tax Matters), 9.2 Section 3.16 (Brokers), Section 4.2 (Shares), Section 4.3 (Authority), Section 4.5 (Brokers), Section 5.1 (Authority) and 9.4; and Section 5.5 (iiBrokers) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 until the date that is 60 days after the expiration of all the applicable statutes statute of limitationslimitations period, including any extensions thereof. thereof (each such termination date, a "Survival Period Termination Date"). The representations and warranties set forth in clause (b) Notwithstanding anything of the prior sentence are sometimes collectively referred to herein to as the contrary, "Fundamental Representations". Liability (including indemnification for claims for which written notice as provided in Section 9.5 has been given this Article IX) with respect to breaches of or noncompliance with any covenants or agreements contained herein to be performed at or prior to the Closing shall survive for a period of 12 months following the Closing, and liability (including indemnification as provided in this Article IX) with respect to breaches of or noncompliance with any covenants or agreements contained herein to be performed after the Closing shall survive for a period of 12 months following the date by which such covenant or agreement is to be performed (the expiration or end of each such survival period specified in this sentence, also a "Survival Period Termination Date"). No Person shall be liable for any claim for indemnification under this ARTICLE IX unless a Notice of Claim is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the applicable Survival Period Termination Date, in which case the representation, warranty, covenantcovenant or agreement, agreement or obligation upon which is the subject of such claim shall survive, to the extent of such claim only, until such claim is based shall not expire, finally and claims for indemnification thereon may be pursued, until fully resolved. The parties specifically intend that the final resolution statutory statutes of such claim. (c) Notwithstanding anything herein limitations applicable to the contraryrespective representations, indemnification warranties, covenants and agreements contained herein be superseded and replaced by the survival periods contained herein. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for claims which arise out of confidential treatment and have been filed separately with the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofSecurities and Exchange Commission. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsThe parties to this Agreement hereby agree that the remedy for any breach or inaccuracy of a representation or warranty, warranties, covenants, agreements and obligations of each Indemnifying Party covenant or agreement contained in this Agreement and all claims of or the Earn-Out Agreement shall be the indemnification provisions set out in this Article XII; provided, however, that nothing in this Section 12.1 shall prohibit any Acquiring Party Indemnitee party from seeking specific performance or Transferor Party Indemnitee injunctive relief against any other party in respect of a breach by such other party of any covenant hereunder; and provided further, that nothing in this Section 12.1 shall limit any party’s remedies for a breach of any representation, warranty, covenant, agreement or obligation a covenant occurring prior to the Closing nor limit the exercise of any Indemnifying Party other remedies expressly set forth in the Earn-Out Agreement. (a) The representations and warranties of the parties contained in this Agreement, any schedule or any certificate delivered pursuant hereto, shall survive the execution Closing and shall continue in full force and effect (a) in the case of the representations and warranties of Seller and Madden contained in Sections 4.6, 4.15, 4.16, 4.23 and 5.5 until thirty (30) days following the expiration of the applicable statutory period of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time, (b) in the case of the representations and warranties of Seller and Madden contained in Sections 4.1, 4.2, 4.3, 4.20, 5.1 and 5.2, indefinitely, and (c) in the case of all other representations and warranties of the parties contained in this Agreement, and shall expire 18 in any schedule or any certificate delivered pursuant hereto, until eighteen (18) months following after the Closing Date. Each party hereto shall be entitled to rely on any such representation or warranty regardless of any independent knowledge of such party or any inquiry or investigation made by or on behalf of such party. Notwithstanding the foregoing, except that:any representation or warranty in respect of which indemnity may be sought hereunder shall survive the time at which it would otherwise terminate pursuant to this Section 12.1 if notice of the breach thereof shall have been given to the party against whom such indemnity may be sought prior to the expiration of the applicable survival period. (ib) the covenants, The parties’ covenants and agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of under this Agreement shall survive the Closing Date and shall not expire indefinitely unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements a shorter period of performance is specified with respect to such covenant or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofagreement. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. Each party’s representations, warranties and covenants in this Agreement shall survive the Closing. Each party’s representations and warranties shall expire on the date that is one (1) year from the Closing Date; provided, however, that: (a) All representationsthe Fundamental Representations, warrantiesother than the representation and warranties of the Company in Section 3.8, shall survive the Closing until the date that is three (3) years from the Closing Date; (b) the representations and warranties of the Company in Section 3.11 shall expire on the date that is eighteen (18) months from the Closing Date; (c) the representations and warranties of the Company in Section 3.8 shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations (taking into account all waivers and extensions thereof) and (d) the covenants and agreements set forth in Section 5.3 (Tax Matters) shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations (taking into account all waivers and extensions thereof). If a Parent Indemnified Party delivers, before expiration of a representation, warranty or covenant, written notice in accordance with Section 8.2(g), then the applicable representation, warranty or covenant shall survive until, but only for purposes of, the resolution of any claims arising from or related to the matter covered by such notice. The rights to indemnification set forth in this Article VIII shall not be affected by any investigation conducted by or on behalf of the Parent Indemnified Party or any knowledge acquired (or capable of being acquired) by the Parent Indemnified Party, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder. Nothing in this Section 8.4 shall be construed to limit the survival of covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which that by their terms are to be performed or observed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided or for which another time period is specified in this Agreement, including, without limitation, . The parties hereto further acknowledge that the covenants, agreements or obligations time periods set forth in this Section 8.4 for the assertion of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement are the result of arms’-length negotiation between the parties and that they intend for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that time periods to be enforced as agreed by the Indemnitee had knowledge of that inaccuracy before the Closingparties.

Survival of Representations, Warranties and Covenants. (a) All The respective representations, warranties, covenants, agreements warranties and obligations covenants of each Indemnifying Party of the Parties to this Agreement, including all statements contained in this Agreement the Disclosure Schedule delivered pursuant hereto, shall be deemed to be material and all claims to have been relied upon by the Parties hereto and shall survive the Closing, and the consummation of the transactions contemplated hereby, regardless of any Acquiring investigation made by or on behalf of, or disclosure to, any Party Indemnitee to whom such representations, warranties or Transferor covenants have been made. No Party Indemnitee in respect of or other person or entity entitled to indemnification under this Section 7 shall commence any suit or proceeding alleging a third party claim due to a breach of any representation, warranty, covenant, agreement representation or obligation of any Indemnifying Party contained warranty in this Agreement, shall survive the execution Sections 3 or 4 of this Agreement, and shall expire 18 months following Agreement after the period ending on the third anniversary of the Closing Date, subject to extension as provided below, except that: insofar as (i) the covenants, agreements any Party or obligations of any of the Transferor Parties other person or any of the Acquiring Parties which by their terms are entity entitled to be performed after the execution of indemnification under this Agreement Section 7 shall survive the Closing Date and shall not expire unless otherwise expressly provided have asserted in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor writing a specific Third Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given Claim prior to the expiration of such period, in which event the representationrepresentations and warranties shall continue in effect and remain a basis for indemnity with respect to each such asserted Third Party Claim until such Claim is finally resolved (pursuant to a non-appealable order by a court of competent jurisdiction or agreement of the Parties (said period ending on the third anniversary of the Closing date as extended hereby being called the "Indemnification Period"), warrantyor (ii) any Third Party Claim relating to any intentional or fraudulent misrepresentations or Sections 3(m), covenant3(n), agreement 3(y) and 3(cc), it being agreed that the representations and warranties of those Sections and any representations and warranties which constituted intentional or obligation upon which fraudulent misrepresentations when made shall continue indefinitely beyond the end of the Indemnification Period (regardless of whether the facts giving rise to such claim is based shall not expire, are also the subject of any expired representation and claims for indemnification thereon may be pursued, until the final resolution of such claimwarranty). (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. If the Merger is consummated, the representations and warranties made by any party hereto, including in the Company Disclosure Letter (including any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 15 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (a) All representations(i) the Special Representations (other than Section 2.11 (Taxes)) and (ii) the representations and warranties made by (A) Acquirer and Merger Sub in Section 3.1 (Organization and Standing), Section 3.2 (Authority; Non-contravention) and Section 3.3 (Issuance of Shares) (collectively, the “Acquirer Special Representations”), or (B) Acquirer or Merger Sub in any certificate delivered to the Company or Members’ Agent pursuant to this Agreement that are within the scope of those covered by the foregoing Sections, will remain operative and in full force and effect until the date that is 30 days following expiration of the statute of limitations applicable thereto, and (b) the representations and warranties made by the Company in Section 2.11 (Taxes), will remain operative and in full force and effect until the date that is seven years and one month following the Closing Date, in each case of clauses (a) and (b) for claims against any Indemnifying Person that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that no right to indemnification pursuant to Article VIII in respect of any claim that is set forth in a Claim Certificate delivered to the applicable Indemnifying Person on or prior to the expiration of such representations and warranties shall be affected by such expiration; provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any fraud, intentional misrepresentation or willful misconduct by or on behalf of any Indemnifying Person (in the making of any of the representations and warranties contained in this Agreement or in any Investor Representation Letter or otherwise in connection with the Transactions). If the Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements representations and obligations warranties of each Indemnifying Party the parties contained in this Agreement and all claims of or in any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which certificate delivered by their terms are a party pursuant to be performed after the execution of this Agreement shall survive the Closing Date and shall terminate on, and no claim or action with respect thereto may be brought after, the date that is twelve (12) months after the Closing Date (such twelve (12)- month period, the “General Survival Period”); provided, however, that representations and warranties contained in Section 2.2 (Company Capital Structure), Section 2.4 (Authority) and Section 3.2 (Authority) hereof (collectively, the “Fundamental Representations”) shall survive indefinitely and that the representations and warranties of the Company contained in Section 2.11 (Tax Matters) hereof (the “Tax Representations”) shall survive until and shall terminate on the expiration of the applicable statute of limitations (including any extensions or waivers thereof); provided further, however, that (A) all representations, warranties and indemnity obligations shall survive beyond the termination of the representation, warranty or indemnification obligation pursuant to this Section 7.1 if a claim for indemnifiable Losses is made hereunder by any Indemnified Party prior to the termination of such representation, warranty or indemnity obligation, in which case the indemnification obligations set forth in this Article VII shall continue with respect to such claim until such claim has been finally resolved, and (B) the termination of the representations, warranties or indemnification obligations pursuant to this Section7.1 shall not expire unless affect the rights of any Indemnified Party (under this Article VII or otherwise) to seek recovery of any indemnifiable Losses arising out of any fraud by the Company, which rights shall survive indefinitely and without limitation (subject to the applicable statute of limitations). Except as otherwise expressly provided herein, claims relating to any and all covenants and agreements of the parties contained in this Agreement, including, without limitation, Agreement to be performed by the covenants, agreements parties at or obligations of any of prior to the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, Closing Date shall survive the Closing Date and shall expire 30 days terminate on, and no claim or action with respect thereto may be brought after, the date that is twelve (12) months after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration Closing Date. All other covenants and agreements of the representation, warranty, covenant, agreement or obligation upon which such claim is based parties contained in this Agreement shall not expire, survive indefinitely the execution and claims for indemnification thereon may be pursued, until delivery of this Agreement and the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out consummation of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofMerger. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, shall the representations, warranties and covenants of Seller set forth in this Agreement and Seller’s liability under any provision of this Agreement and under any Closing Document, will survive the execution Closing only until the end of the Survival Period. Notwithstanding the immediately preceding sentence or any other provision herein to the contrary, if Seller obtains an estoppel certificate meeting the requirements of Section 7.2 hereof from a Tenant before or after Closing, then all representations and warranties made by Seller that are covered in such estoppel certificate shall be null and void, and Purchaser shall accept such estoppel certificate in its place. Purchaser shall not have any right to bring any action against Seller as a result of (i) any untruth, inaccuracy or breach of such representations, warranties, or covenants under this Agreement or any Closing Document, or (ii) the failure of Seller to perform its obligations under any other provision of this Agreement or under any other document or agreement executed in connection with this Agreement, including all documents and shall expire 18 months following agreements executed at Closing (“Closing Documents”), (x) unless Purchaser has delivered written notice of such untruth, inaccuracy, breach or failure within the Closing DateSurvival Period, except that: and (iy) unless and until the covenantsaggregate amount of all liability and losses arising out of all such untruths, agreements or obligations of inaccuracies, breaches and failures exceeds Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). In addition, in no event will Seller’s liability for all such untruths, inaccuracies, breaches, and/or failures under Section 8.1, any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution other provision of this Agreement or under any Closing Documents exceed, in the aggregate one percent (1%) of the Purchase Price. (b) Seller shall survive have no liability with respect to any of Seller’s representations, warranties and covenants herein if, prior to the Closing Date and shall not expire unless otherwise expressly provided in this AgreementClosing, Purchaser has actual knowledge of any breach of a representation, warranty or covenant of Seller herein, or Purchaser obtains actual knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s review of the Due Diligence Items and its due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or covenants, or agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warrantiesherein, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive Purchaser nevertheless consummates the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimtransaction contemplated by this Agreement. (c) Notwithstanding anything herein Subject to Sections 16.1(a) and 16.1(b), the contraryClosing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, indemnification for claims which arise out warranties, covenants and agreements made or undertaken by Seller under this Agreement will not survive the Closing Date but will be merged into the Closing Documents delivered at the Closing. The Termination Surviving Obligations shall survive termination of the fraud, gross negligence, action taken this Agreement without limitation unless a specified period is otherwise provided in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofthis Agreement. (d) No Indemnifying Party is required to indemnify The limitations on Seller’s liability contained in this Article XVI are in addition to, and not limitation of, any Indemnitee under limitation on liability provided elsewhere in this Agreement for or by law or any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closingother contract, agreement or instrument.

Survival of Representations, Warranties and Covenants. The representations and warranties made by the Company herein, in the Company Disclosure Letter (including any exhibit to or schedule of the Company Disclosure Letter), and in the other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 18 months following the Closing Date; provided that, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, (a) All representationsthe IP Representations shall remain operative and in full force and effect until the date that is 36 months following the Closing Date and (b) the Special Representations will remain operative and in full force and effect until the expiration of the applicable statute of limitations for claims against the Indemnifying Holders that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that (x) no right to indemnification pursuant to Article VII in respect of any claim that is set forth in a Claim Certificate delivered to the Securityholders’ Agent on or prior to the expiration of such representations and warranties shall be affected by such expiration and (y) such expiration shall not affect the rights of any Indemnified Person under Article VII or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with Company Fraud or Individual Fraud until the expiration of the applicable statute of limitations. If the Purchase Transaction is consummated, the representations and warranties made by Acquirer herein and in the other certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Purchase Transaction is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly Closing; provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee that no right to indemnification pursuant to Article VII in respect of any claim based upon any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, a covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after affected by the expiration of all applicable statutes of limitationssuch covenant, including extensions thereofagreement or obligation. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The respective representations, warranties, covenants, agreements warranties and obligations covenants of each Indemnifying Party of the Parties hereto contained in this Agreement and all claims each Additional Document shall be deemed to be material and to have been relied upon by the Parties hereto, and shall survive the Closing, and the consummation of the transactions contemplated hereby, regardless of any Acquiring investigation made by or on behalf of, or disclosure to, any Party Indemnitee to whom such representations, warranties or Transferor covenants have been made. No Party Indemnitee or other Person entitled to indemnification under this Article IX shall seek indemnification with respect to a breach of any representation or warranty in Article V or VI of this Agreement more than 18 months after the Closing, except insofar as (i) any Party or other Person entitled to indemnification under this Article shall have asserted a Claim for indemnification under this Article IX (an “Indemnity Claim”) in writing prior to the expiration of such 18-month period (said period ending 18 months after the Closing as so extended being called the “Indemnification Period”), (ii) any Indemnity Claim relating to Section 5.1, 5.2, 5.4(a), 5.4(b), 5.12(a)(i), 5.21, 6.1 or 6.4, it being agreed that the representations and warranties in those Sections shall continue indefinitely following the Closing (regardless of whether the facts giving rise to such Indemnity Claim are also the subject of any expired representation and warranty), (iii) any Indemnity Claim relating to Section 5.25 or 5.26, it being agreed that the representations and warranties of those Sections shall continue for three years after the Closing (regardless of whether the facts giving rise to such Indemnity Claim are also the subject of any expired representation and warranty) and shall then expire, (iv) any Indemnity Claim relating to Sections 5.9(b) or 5.9(c), it being agreed that the representations and warranties in those Sections shall continue until 66 months after the Closing (regardless of whether the facts giving rise to such Claim are also the subject of any expired representation or warranty), (v) any Indemnity Claim relating to Sections 5.11(b), 5.11(c), or 5.29(i), (ii) or (iv), it being agreed that the representations and warranties of Sections 5.11(b) and 5.29(i), (ii) and (iv) (to the extent such representations in Section 5.29 relate to Equipment) shall continue for 30 days after the Closing, and the representations and warranties of Section 5.11(c) and Section 5.29(i), (ii) and (iv) (to the extent such representations in Section 5.29 relate to buildings, structures and other fixtures) shall continue for 60 days after the Closing, and in each case shall then expire; (vi) any Indemnity Claim relating to Section 5.10, it being agreed that the representations and warranties of Section 5.10 shall continue until the applicable statute of limitations thereto including any extensions thereof and shall then expire; (vii) any Indemnity Claim relating to the first, second or fourth sentences of Section 5.11(a), it being agreed that such representations shall continue for five years after the Closing (regardless of whether the facts giving rise to such Claim are also the subject of any expired representation or warranty); and (viii) any Indemnity Claim based on fraud, willful misconduct or intentional misrepresentation of the Sellers in or in connection with this Agreement (collectively, “Fraud”) shall continue indefinitely following the Closing (regardless of whether the facts giving rise to such Indemnity Claim are also the subject of any expired representation and warranty). The rights and remedies of any Person based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant, covenant or agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenantsright of Purchaser Indemnified Parties to be indemnified for Excluded Liabilities, agreements shall in no way be limited by the fact that the act, omission, occurrence or obligations other state of facts upon which any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach claim of any such representation inaccuracy, breach or indemnity is based also may be the subject matter of any representation, warranty, shall survive covenant or agreement contained in this Agreement or any Additional Document as to which there is no inaccuracy or breach or as to which the Closing Date and shall expire 30 days after Basket or Cap applies, or as to which the expiration of all applicable statutes of limitations, including extensions thereofIndemnification Period has expired. (b) Notwithstanding anything herein to the contrarycontrary contained in this Agreement, any party or other Person entitled to indemnification for claims for under this Article IX, to the extent that such party or Person has asserted in writing a specific Indemnity Claim prior to the date by which written notice an Indemnity Claim would otherwise expire as provided in Section 9.5 has been given prior this Agreement, shall have preserved such claim indefinitely, in which event the relevant provisions of this Agreement shall continue in effect and remain a basis for indemnity with respect to each such asserted Indemnity Claim until such Indemnity Claim is finally resolved pursuant to the expiration provisions of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimthis Agreement. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsThe representations and warranties made by the Partners (including the representations and warranties set forth in Section 2 and the representations set forth in the Partners' Compliance Certificate) shall survive the Closing and, warranties, covenants, agreements other than the representations and obligations of each Indemnifying Party warranties contained in this Agreement and all claims Section 2.15 of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive expire on the execution one (1) year anniversary of this Agreementthe Closing Date; PROVIDED, and shall expire 18 months following HOWEVER, that if, at any time prior to the one (1) year anniversary of the Closing Date, except that: any Buyer Indemnitee (iacting in good faith) delivers to the covenants, agreements Partners a written notice alleging the existence of an inaccuracy in or obligations a breach of any of the Transferor Parties representations and warranties made by the Partners (and setting forth in reasonable detail the basis for such Buyer Indemnitee's belief that such an inaccuracy or any 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 one (1) year anniversary of the Acquiring Parties which by their terms are to be performed after the execution Closing Date until such time as such claim is fully and finally resolved. The representations and warranties contained in Section 2.15 of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after on the 30th day following the expiration of all the applicable statutes statute of limitationslimitations with respect to any Tax matters in question (giving effect to any waiver, including extensions mitigation or extension thereof). (b) Notwithstanding anything herein to The representations and warranties made by the contrary, indemnification for claims for which written notice as provided Buyers (including the representations and warranties set forth in Section 9.5 has been given 3 and the representations set forth in the Buyers' Compliance Certificate) shall survive the Closing and shall expire on the one (1) year anniversary of the Closing Date; PROVIDED, HOWEVER, that if, at any time prior to the expiration one (1) year anniversary of the representationClosing Date, warrantyany Seller Indemnitee (acting in good faith) delivers to the Buyers a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Buyers (and setting forth in reasonable detail the basis for such Seller Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, covenant, agreement or obligation upon which then the claim asserted in such notice shall survive the one (1) year anniversary of the Closing Date until such time as such claim is based shall not expire, fully and claims for indemnification thereon may be pursued, until the final resolution of such claimfinally resolved. (c) Notwithstanding anything herein to the contraryThe representations, indemnification for claims which arise out warranties, covenants and obligations of the fraudPartners and Partnership, gross negligenceand the rights and remedies that may be exercised by the Buyer Indemnitees, action taken in bad faith shall not be limited or intentional misrepresentation otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnifying Party shall expire 30 days after the expiration Buyer Indemnitees or any of all applicable statutes of limitations, including extensions thereoftheir Representatives. (d) No Indemnifying Party is required For purposes of this Agreement, each statement or other item of information set forth in the disclosure Schedules or in any update to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.disclosure Schedules shall be deemed

Survival of Representations, Warranties and Covenants. (a) All representationsIf the Merger is consummated, warrantiesthe representations and warranties made by the Company herein and in the certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, the representations and warranties made by Acquirer and Merger Sub herein and in the certificates contemplated by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and parties hereto shall expire 18 months following and be of no further force or effect as of the Closing DateClosing, except that: (i) with respect to the obligations of Acquirer and Merger Sub to make the payments provided for in Article I and to the extent such covenants, agreements or and obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms provide that they are to be performed after the execution Closing. None of this Agreement shall the covenants of any party required to be performed by such party before the Closing will survive the Closing Date and shall not expire unless otherwise expressly provided Closing. Notwithstanding anything to the contrary in this Agreement, it is the intention of the parties hereto, to the extent permitted by Applicable Law, that the provisions of this Section 8.1 supersede any applicable statutes of limitations with respect to the applicable representations and warranties. Acquirer and Merger Sub (on behalf of themselves and their Affiliates and Representatives (including, without limitationfollowing the Closing, the covenants, agreements or obligations of any Surviving Corporation and the Subsidiaries of the Transferor Parties Surviving Corporation)) hereby waive, from and after the Closing, any and all rights, claims and causes of action (other than claims for intentional fraud, committed with actual knowledge, with respect to representations and warranties expressly set forth in this Agreement) which Acquirer or Merger Sub or any of their Affiliates and Representatives may have against the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and Company or any of its Affiliates or Representatives or any other Person arising under or based upon this Agreement (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice other than as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution set forth in any Letter of such claimTransmittal or Transaction Document). (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. The Parties, intending to modify any applicable statute of limitations, agree that (a) All representationsother than Section 3.9, warrantiesSection 4.26 and Section 5.9, covenantsthe representations and warranties of the Company, agreements the Sellers, Congo and obligations of each Indemnifying Party contained Buyer in this Agreement and all claims of any Acquiring Party Indemnitee (whether or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party not contained in this AgreementArticle III, Article IV or Article V) or in any certificate delivered pursuant hereto shall terminate as of the Closing and shall not survive the execution of this AgreementClosing for any purpose, and shall expire 18 months following the Closing Date, except that: (ib) the covenants, agreements or obligations of any covenants of the Transferor Parties or any of Company, Congo and the Acquiring Parties which by their terms are Sellers to be performed after at or prior to the execution of this Agreement Closing (the “Indemnifiable Covenants”) shall survive the Closing Date for a period of six (6) months, during which period Buyer may bring claims under Section 9.3 for a breach of the Indemnifiable Covenants, (c) the covenants of Buyer to be performed at or prior to the Closing shall terminate as of the Closing and shall not expire unless otherwise expressly provided in this Agreementsurvive the Closing for any purpose (excluding, including, without limitationfor the avoidance of doubt, the covenants, agreements or payment obligations of any of Buyer at Closing, including the Transferor Parties or any of obligation to pay the Acquiring Parties Aggregate Closing Proceeds and Aggregate Stock Consideration in Sections 5.7, 5.8, 9.1, 9.2 accordance with Section 2.4 and 9.4; and (ii) the Excluded Representations to pay Closing Indebtedness and WarrantiesCompany Expenses in accordance with Section 6.31 and Section 6.32), and all claims of (d) each covenant to be performed following the Closing by any Transferor Party Indemnitee or Acquiring (the “Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms only for such period as shall be required for the Party Indemnitee required to perform under such covenant to complete the performance required thereby. Following the Closing, no Party shall be entitled to any recovery hereunder in respect of any breach of any such representation or warranty, ; provided that this Section 9.1 shall survive not limit any claim or recovery available to Buyer under the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) R&W Insurance Policy. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, indemnification for however, the provisions of Article IX will not prevent or limit in any way a cause of action on account of Fraud (but such provision shall apply to all contractual and common law claims for which written notice as provided that do not constitute Fraud). Notwithstanding the foregoing, any claim asserted in Section 9.5 has been given good faith prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which applicable survival period set forth above shall survive until such claim is based shall not expirefully and finally resolved. Notwithstanding anything to the contrary in this Agreement, (i) for purposes of the Post-Closing Covenants, each Seller and Congo is responsible for its, his or her Post-Closing Covenants, and claims no such Person shall have any liability for indemnification thereon may the breach of any other Person’s Post-Closing Covenants (provided that MC and TS shall be pursuedresponsible for Holdco’s compliance with its Post-Closing Covenants and shall be jointly and severally liable for Holdco’s breach thereof), until the final resolution of and (ii) in no event shall any Person have any liability for Fraud other than Fraud actually committed by such claimPerson or its controlled Affiliates. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All The Parties, intending to modify any applicable statute of limitations, agree that none of the representations, warranties, covenants, covenants or agreements and obligations of each Indemnifying Party contained in this Agreement (including any representations or warranties contained in any certificates delivered pursuant hereto) will survive the Closing; provided, that, notwithstanding the foregoing, (a) the Fundamental Representations and all Purchaser Fundamental Representations shall survive the Closing and shall remain in full force and effect until the shorter of (i) the expiration date of the applicable statute of limitations period (plus 30 days thereafter) and (ii) the date which is the six (6) year anniversary of the Closing Date, and (b) any covenant or agreement contained in this Agreement that by its terms is required to be performed in whole or in part after the Closing shall survive the Closing until the shorter of (x) the expiration date of the applicable statute of limitations period (plus 30 days thereafter) and (y) the period explicitly specified herein; provided, further, that, any claims for Losses arising out of or related to the (A) matter set forth in item 2 on Section 9.2(c) of the Disclosure Schedules shall survive the Closing until the three (3) year anniversary of the Closing Date, and (B) matter set forth in item 3 on Section 9.2(c) of the Disclosure Schedules shall survive the Closing until June 2, 2026. Notwithstanding the foregoing, any Acquiring claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party Indemnitee to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the applicable survival period and such claims shall survive until finally resolved. Except for (1) the Fundamental Representations and Purchaser Fundamental Representations, as applicable, and (2) the covenants that survive Closing in accordance with clause (b) above, none of Purchaser, the Target Companies, Seller nor any of their respective Affiliates, nor any of their respective successors and permitted assigns, heirs, officers, employees, directors, managers, members, partners, equityholders or Transferor Party Indemnitee Representatives, will have any Liability whatsoever, except in the case of Fraud, with respect of to any breach of any representationrepresentations, warrantywarranties, covenant, agreement covenants or obligation of any Indemnifying Party agreements contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. The representations and warranties in this Agreement or any Ancillary Document delivered by or on behalf of the Parties hereto shall survive the Closing for a period of twelve (12) months after the Closing Date; provided, however, that (a) All representationsrepresentations and warranties in Section 3.01 (Existence and Power), warranties3.02 (Corporate Authorizations), covenants3.05 (Capitalization), agreements 3.06 (Subsidiaries), 3.23 (Brokers), 4.01 (Corporate Existence and obligations of each Indemnifying Party contained in this Agreement Power), 4.02 (Corporate Authorization) and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, 4.09 (Brokers) shall survive the execution of this Agreement, and shall expire 18 for thirty-six (36) months following after the Closing Date, except that: (ib) claims related to actual fraud or intentional misrepresentation by the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution Company arising from its representations and warranties contained in Article 3 of this Agreement shall survive until the expiration of sixty (60) Business Days following the date on which the statute of limitations otherwise applicable to such claims has expired and (c) the representations and warranties set forth in Section 3.10 (Taxes) and the indemnification obligations of clause (c) of the first sentence of Section 9.01 shall survive until the expiration of sixty (60) Business Days following the date on which such statute of limitations otherwise applicable to matters described in such representations and undertakings has expired. The covenants and agreements of the Parties to be wholly performed prior to the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days for a period of twelve (12) months after the expiration Closing Date; and the other covenants or agreements to be performed at or after the Closing shall survive the Closing until fully performed. After the end of all applicable statutes the twelve (12) month period set forth in each of limitationsthe two preceding sentences, including extensions thereof. (b) Notwithstanding anything herein no claim for breach of such representations, warranties, covenants or undertakings may be brought, and no action with respect thereto may be commenced, and no Party shall have any liability or obligation with respect thereto, unless the Indemnified Party gave written notice to the contraryIndemnifying Party, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to specifying with particularity the expiration breach of the representation, warrantywarranty or covenant claimed, covenanton or before the expiration of such twelve (12) month period, agreement or obligation upon in which case the right of the Party providing such claim is based written notice to assert its right to indemnification as to the matters so noticed shall not expire, and claims for indemnification thereon may be pursued, expire until the final resolution dispute is resolved under the terms of such claim. this Agreement. Claims with respect to matters described in Section 9.01(f) and clauses (a) and (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation first sentence of this Section 9.09 are collectively referred to as the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof“Fundamental Representations”. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements The representations and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party warranties contained in this Agreement, shall survive the execution Closing and continue in full force and effect for a period of this Agreement, and shall expire 18 eighteen (18) months following from the Closing Date; provided, except that: (i) the covenantsrepresentations and warranties set forth in Sections 3.1, agreements or obligations of 3.2, 3.3 and 4.1, 4.2, 4.3, 4.4, 4.5 (and the corresponding representations and warranties set forth in any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement Documents) shall survive the Closing Date and shall not expire unless otherwise expressly provided continue in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties full force and effect indefinitely until resolved and satisfied in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; andfull; (ii) the Excluded Representations representations and Warrantieswarranties set forth in Section 4.14 shall survive the Closing until the expiration of the period, and all claims if any, during which an assessment, reassessment or other form of any Transferor Party Indemnitee recognized document assessing liability for Tax, interest or Acquiring Party Indemnitee penalties under applicable Tax Laws in respect of any breach taxation year to which such representations and warranties extend could be issued under applicable Tax Laws to the Company or the Purchaser; (iii) the representations and warranties set forth in Section 4.26 (and the corresponding representations and warranties set forth in any of any such representation or warranty, the Documents) shall survive the Closing Date and shall expire 30 days after the continue in full force until expiration of all the limitation periods applicable statutes thereto imposed by Law; and (iv) a claim for any breach of limitationsa representation or warranty contained in this Agreement or any of the other Documents involving fraud or fraudulent misrepresentation shall survive indefinitely and may be made at any time following the Closing Date, including extensions thereofsubject only to applicable limitation periods imposed by Law. (b) Notwithstanding anything herein to the contrary, indemnification for Any claims for which written notice indemnification asserted in writing as provided for in Section 9.5 has been given this Article VII prior to the expiration of date, if any, applicable to the representation, warranty, covenant, agreement warranty or obligation upon covenant with respect to which such claim is based shall not expire, and claims for indemnification thereon may be pursuedis made shall survive until finally resolved and satisfied in full. For convenience of reference, until the final resolution of such claimdate upon which any representation or warranty contained herein shall terminate is referred to herein as the “Survival Date.” (c) Notwithstanding anything herein No third party other than the Indemnified Persons (as defined above) shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution with respect to the contrary, such representations or warranties or any matter subject to or resulting in indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith under this Article VII or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofotherwise. (d) No Indemnifying Party is required to indemnify any Indemnitee under All covenants and agreements contained in this Agreement for (and in the corresponding covenants and agreements set forth in any loss resulting from an inaccurate representation herein if of the Indemnifying Party establishes that Documents) shall survive the Indemnitee had knowledge of that inaccuracy before the ClosingClosing and continue in full force in accordance with their terms.

Survival of Representations, Warranties and Covenants. (a) All representationsExcept as set forth in the immediately succeeding sentences, warranties, covenants, agreements the representations and obligations of each Indemnifying Party contained warranties provided for in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date until December 15, 2015. The representations and shall not expire unless otherwise expressly warranties provided for in this AgreementSection 3.1 (Organization, includingGood Standing and Qualification), without limitationSection 3.2 (Authorization), the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 Section 5.1 (Organization and 9.4; and Good Standing) and Section 5.2 (iiAuthorization) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and remain in full force and effect indefinitely. The representations and warranties provided for in Section 3.11 (Taxes) shall expire 30 survive the Closing and continue until ninety days after the expiration termination of all the applicable statutes statute of limitations, including extensions thereof. The representations and warranties provided for in Section 3.14 (Employee Benefit Plans) and Section 3.21 (Environmental Matters) shall survive the Closing for three years from the Closing Date. The survival period of each representation or warranty as provided in this Section 8.1 is hereinafter referred to as the “Survival Period.” (b) Notwithstanding anything herein to The covenants contained in this Agreement shall survive the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, Closing until the final resolution of such claimthey are otherwise terminated by their respective terms. (c) Notwithstanding anything herein Any representation, warranty, covenant or other agreement in respect of which indemnity may be sought under this Article VIII, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 if written notice of the claim giving rise to such right or potential right of indemnity shall have been given to the contraryparty against whom such indemnity may be sought prior to such time and, indemnification in any such case, such representation, warranty, covenant or other agreement shall survive until any claim for claims which arise out of indemnity related to such inaccuracy or breach or potential inaccuracy or breach is settled or resolved, provided in each case that the fraud, gross negligence, action taken claim is asserted by the Parent in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofgood faith. (d) No Indemnifying Party is required to indemnify any Indemnitee under The representations, warranties and covenants contained in this Agreement or in any certificate or other writing delivered in connection with this Agreement shall survive for the periods set forth in this Section 8.1 and shall in no event be affected by any loss resulting from an inaccurate representation herein if investigation, inquiry or examination made for or on behalf of any party, or the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before any party’s representatives or the Closingacceptance by any party of any certificate or opinion hereunder.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Buyer Indemnitee or Transferor Party Seller Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Dateon December 31, 2012, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties Seller or any of the Acquiring Parties Buyer which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties Seller or any of the Acquiring Parties Buyer in Sections 5.7, 5.8, 9.1, 9.2 9.2, 9.3 and 9.4; and (ii) the Excluded Representations representations, warranties, covenants, agreements and Warrantiesobligations set forth in Sections 2.4, 3.1, 3.2, 3.4, 3.12, 3.21-3.26, 4.1, 4.2, 4.4 and 4.7 and the first sentence of Section 3.6 of this Agreement (the “Fundamental Representations”), and all claims of any Transferor Party Seller Indemnitee or Acquiring Party Buyer Indemnitee in respect of any breach of any such representation or warrantyFundamental Representation, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation fraud of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

Survival of Representations, Warranties and Covenants. (a) All representationsExcept as set forth in this Section 10.1, warranties, covenants, agreements all of the representations and obligations warranties of each Indemnifying Party the Company and Sellers contained in this Agreement Article III and Article IV and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect the representations and warranties of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party Buyer contained in this Agreement, Article V shall survive the execution Closing and continue in full force and effect for a period of this Agreement, and shall expire 18 21 months following from the Closing Date, except that: Date (the “General Survival Period”); provided that (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement Special Representations shall survive the Closing Date and shall not expire unless otherwise expressly provided continue in this Agreement, including, without limitation, full force and effect until the covenants, agreements or obligations of any expiration of the Transferor Parties applicable statute of limitations (after giving effect to any extensions or any of waivers) plus 60 days (the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 “Special Survival Period”) and 9.4; and (ii) the Excluded Seller Fundamental Representations, the Buyer Fundamental Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, fraud shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereofcontinue in full force and effect indefinitely. (b) Notwithstanding anything herein Except with respect to the contrarySellers Fundamental Representations, the Buyer Fundamental Representations and fraud, no Person may seek indemnification for claims for which written notice as provided in Section 9.5 has been given prior under this Article X with respect to a breach of a representation or warranty after the expiration of the representationGeneral Survival Period or the Special Survival Period, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claimas applicable. (c) Notwithstanding anything herein If a requisite written notice was given by either Party to the contrary, indemnification for other Party with respect to specific claims which arise out on or prior to the end of the fraudGeneral Survival Period or Special Survival Period, gross negligenceas applicable, action taken in bad faith then such requisite written notice shall effectively toll the General Survival Period or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitationsSpecial Survival Period, including extensions thereofas applicable, until such specific claims are resolved. (d) No Indemnifying Party is required The Parties’ respective covenants and agreements to indemnify any Indemnitee under be performed at or after the Closing Date contained in this Agreement shall survive indefinitely unless otherwise set forth in such covenant or agreement; provided, however, that any such survival shall not be deemed, directly or indirectly, to affect the General Survival Period or Special Survival Period, as and if applicable, for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge representations and warranties. (e) The parties’ respective covenants and agreements to be performed prior to Closing shall terminate and be of that inaccuracy before no further force and effect upon the Closing.