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

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and 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 Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The Each representation and warranty of Sellers contained in Sections 2.1(a) (Power and Authority; Enforceability), 2.1(b) (No Violation) and 2.1(d) (Shares; Seller Information) and in any certificate related to such representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall will survive the Closing for a period and will continue in full force and effect until the seventh (7th) anniversary of 15 months after the Closing Date; provided. Each representation and warranty of Sellers contained in Section 2.1(c) (Brokers’ Fees), howeverSection 2.1(e) (Investment), that Section 2.1(f) (Residency) and in Article 3, and in any certificate related to such representations and warranties will survive the Closing and continue in full force and effect until the date upon which the Escrow Period expires, except for (i) the representations and warranties contained in Section 3.1 3.12 (Organization Tax Matters) and Qualificationin Section 4.16 (Pre-Closing Transactions), Section which shall survive the Closing and continue in full force and effect until the expiry of the 90th day following the last day upon which any Governmental Authority may issue an assessment or reassessment for Taxes owing by any of the Acquired Entities and Subsidiaries in respect of any period ending on or prior to the Closing Date, and (ii) the representations and warranties contained in 3.2 (Power and Authority; Enforceability), Section 3.3(a)(i) 3.5 (No ConflictCapitalization), Section 3.4(a) 3.13 (Title to Assets) and 3.28 (Environmental, Health and Safety Matters), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”) which representations shall survive the Closing and will continue in full force and effect until the later of seventh (A7th) 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)Date. (b) The covenants Each representation and agreements warranty of Seller and Buyer contained in this Agreement Section 2.2 and the Indemnification Ancillary Agreements that by their terms contemplate performance prior any certificate directly related to the Closing shall such representations and warranties will survive the Closing for a period and continue in full force and effect until that date upon which the term 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 termsEscrow Period expires. (c) The survival periods Except to the extent set forth in Sections 8.1(a) and (b) are in lieu ofherein, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration respective covenants of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior Parties to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice this Agreement shall survive the expiration or termination Closing and shall remain in full force and effect until the seventh (7th) anniversary of the applicable Closing Date. To the extent that the survival period until such time as such claim is fully and finally resolvedfor the covenants provided herein exceeds a limitation period provided by the Limitations Act (Alberta), and no Person this Agreement shall assert that be deemed to constitute an agreement within the meaning of section 7 of the Limitations Act (Alberta) expressly providing for the extension of a limitation period provided by the Limitations Act (Alberta). (d) Each other provision in this Agreement or any shorter certificate or document delivered pursuant hereto will survive for the relevant statute of limitations period, unless a different period applies prior to such timeis expressly contemplated herein or thereby.

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Parties in this Agreement or any certificate delivered pursuant to this Agreement shall survive and continue in full force and effect as follows (each applicable period, the “Survival Period”): (a) The All of the representations, warranties and covenants of each Seller contained in Sections 4.1, 4.2 (other than the Fundamental Representations), 5.3 and 5.19 above shall survive the Closing and continue in full force and effect for a period of twelve months after the Closing; (b) All of the representations and warranties of each Seller and Buyer contained set forth in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and 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 QualificationSections 4.1(a), Section 3.2 (Authority4.1(b), Section 3.3(a)(i) (No Conflict4.1(c)(i), Section 3.4(a4.1(d) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency4.1(e) above (collectively, the “Fundamental Representations”) shall survive the Closing until the later of continue in full force and effect indefinitely; (Ac) the five-year anniversary All of the Closing Date representations and warranties of Buyer set forth in Section 4.3 above shall continue in full force and effect for a period of twelve months after the Closing; and (Bd) 60 days past All of the covenants set forth herein (other than those set forth in Section 5.3 above and Section 5.19 above with respect to Sellers only and the indemnification provisions of this Article 7) shall continue in full force and effect for a period of two years. Notwithstanding the foregoing the indemnification provisions of this Article 7 shall continue in full force and effect indefinitely. After the expiration of the statute of limitations applicable to matters covered thereby (after giving effect Survival Period for a particular representation, warranty or covenant, such representation, warranty or covenant shall automatically expire and terminate. Any claim for indemnification with respect 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 Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, warranty or covenant or agreement may be brought after expiration of which is not asserted within the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers Survival Period by a written notice of a claim containing given as herein provided that identifies the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as breach underlying such claim is fully may not be pursued and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timebe thereafter forever barred.

Survival of Representations, Warranties and Covenants. (a) The 3.5.1 All representations and warranties of Seller and Buyer contained made by the Vendors in this Agreement, Agreement and in the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” officer certificates delivered pursuant to Section 5.1.1(a) shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that as follows: (a) the representations and warranties contained set forth in Section Sections 3.1.1, 3.1.2, 3.1.3, 3.1.5, 3.1.6, 3.1.7, 3.1.8, 3.1.25 and 3.1.40 of Schedule 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 “Vendor 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).without time limit; (b) the representations and warranties set forth in Sections 3.1.29 and 3.1.30 of Schedule 3.1 with respect to Environmental and Tax matters shall survive the Closing and continue for a period ending ninety (90) days following the expiration of all prescription periods pursuant to applicable Laws, including, in the case of Tax matters, all periods allowed for objecting to and appealing from the determination of any proceedings relating to any assessment or reassessment in respect of any taxation period to which such representations and warranties or indemnity extend, taking into account any waiver or similar document extending such period; and (c) all of the other representations and warranties of the Vendors in this Agreement and in any Closing Document shall survive the Closing and continue for a period of twenty-four (24) months from the Closing Date. After such periods, the Vendors shall have no further liability hereunder with respect to such representations and warranties except with respect to Claims made within such periods in accordance with the terms of this Agreement. 3.5.2 All representations and warranties made by the Purchaser in this Agreement and in the officer certificates delivered pursuant to Section 5.2.1(a) shall survive the Closing as follows: (a) the representations and warranties set forth in Sections 3.2.1 and 3.2.2 (the “Purchaser Fundamental Representations”) shall survive the Closing without time limit; and (b) all of the other representations and warranties of the Purchaser in this Agreement and in any Closing Document shall survive the Closing and continue for a period of twenty-four (24) months from the Closing Date. After such periods, the Purchaser shall have no further liability hereunder with respect to such representations and warranties except with respect to Claims made within such periods in accordance with the terms of this Agreement. 3.5.3 The covenants covenants, obligations and agreements of Seller and Buyer each Party contained in this Agreement and in any Closing Document, as well as the Indemnification Ancillary Agreements that by their terms contemplate performance prior right of the Purchaser Indemnified Parties to make Claims in respect of Section 7.1.1(c) and the Closing right of the Vendor Indemnified Parties to make Claims in respect of Section 7.2.1(c), 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 termscontinue without time limit. (c) The survival periods set forth 3.5.4 Notwithstanding anything herein contained to the contrary, in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach case of any representationbreach by a Party of any representation or warranty involving fraud, warrantyintentional or gross fault, covenant or agreement may there shall be brought after expiration no time limitation on the right of the applicable survival periods set forth other Parties to bring any Claim in Sections 8.1(a) respect of such breach and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information be indemnified in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timerespect thereof.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer (a) the Company contained in this AgreementArticle IV and all claims and causes of action with respect thereto will terminate on the date that is twelve (12) months from the Final Closing Date, (b) the Sellers contained in Article V and all claims and causes of action with respect thereto will terminate on the date that is twelve (12) months from the Final Closing Date, and (c) the Purchaser contained in Article VI and all claims and causes of action with respect thereto will terminate on the date that is twelve (12) months from the Final Closing Date, except that the Company Fundamental Representations, the Bxxx of Sale and Assignment and Assumption Agreements, Sellers Fundamental Representations and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall Purchaser Fundamental Representations will survive the Closing for a period of 15 determined by replacing the foregoing references to twelve (12) months after with three (3) years. No covenant or agreement contained herein that is to be performed on or prior to the Final Closing Date will survive the Final Closing Date; provided, however, that the representations and warranties contained foregoing will 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, no respect limit the “Fundamental Representations”) shall survive the Closing until the later of (A) the five-year anniversary rights of the Parties to seek indemnification for any breach of such covenant or agreement occurring before the Final Closing Date and if a claim for indemnification hereunder is brought within six (B6) 60 days past the expiration months 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 Buyer contained in this Agreement and 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 Final Closing Date. The covenants Any covenant and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance agreement to be performed, in whole or in part part, after the Final Closing shall Date will survive until performed the Final Closing in accordance with their respective its terms. (c. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 11.5(a) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law with respect to indemnification under Section 11.2 or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior 11.3 will have been given pursuant to the expiration or termination of Section 12.6 within the applicable survival period, a party delivers a written notice the representations, warranties, covenants and agreements that are the subject of a such indemnification claim containing the Claim Information in accordance will survive with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior respect to such timeClaim Notice until it is finally and fully resolved. Notwithstanding the foregoing, in the event that the Final Closing Obligations terminate and the Final Closing does not take place, the representations and warranties in described clauses (a) through (c) above will terminate twelve (12) months after the Initial Closing Date.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller set forth in this Agreement and Buyer covenants or other agreements contained in this Agreement, Agreement which by their terms contemplate performance before the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Closing shall survive the Closing until the date (the “General Survival Date”) which is the later to occur of (x) fifteen (15) months following the Closing Date and (y) thirty (30) days following receipt of the audited financial statements for a period of 15 the Business for FY2016 (except that in no event shall such date be later than the date that is eighteen (18) months after following the Closing Date); provided, however, that (i) the Fundamental Representations (other than the representations and warranties contained set forth 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 (SolvencyTaxes)) shall survive the Closing indefinitely and (collectively, ii) the “Fundamental Representations”representations and warranties set forth in Section 3.22 (Taxes) 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 applicable statute of limitations (taking into account any tolling periods and extensions under applicable to matters covered thereby law) plus thirty (after giving effect to any waiver or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process). (b30) days. The covenants and or other agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that which by their terms contemplate performance prior to after the Closing shall survive the Closing for a the period of 12 months after the Closing Datecontemplated by its terms. The covenants and agreements indemnification obligations under this Article IX shall terminate when the survival 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of terminates pursuant to this Section 9.1; provided, that, the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time indemnification obligation with respect to Losses arising prior to the expiration or such termination of the applicable survival period, a party delivers a written notice of date shall not terminate if a claim containing with respect to such Losses is made by the Claim Information Indemnified Party in accordance with Section 8.4(a)this Agreement prior to such termination date. Notwithstanding anything to the contrary herein, then claims based on fraud committed by or on behalf of Seller in connection with the claim asserted in such notice transactions contemplated hereby shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeClosing indefinitely.

Survival of Representations, Warranties and Covenants. (a) Regardless of any investigation conducted by any party hereto and any information which any party may receive or knowledge they may have, all of the covenants and agreements of 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 Seller and Buyer the Company contained in or made pursuant to this Agreement, Agreement and the Bxxx indemnity obligations for the inaccuracy or breach of Sale such representations and Assignment and Assumption Agreementswarranties contained in Section 7.2(a) hereof shall terminate on, and no new claim or Action with respect thereto may be brought, after the Intellectual Property Assignments lapse of eighteen (the “Indemnification Ancillary Agreements” 18) shall survive the Closing for a period of 15 months after following the Closing Date; provided, however, that the representations and warranties contained in Section 3.1 Sections 3.15 (Organization and QualificationIntellectual Property), 3.16 (Taxes) and Section 3.2 3.12 (Authority), Labor and Employment Matters) and any claims related thereto pursuant to Section 3.3(a)(i7.2(a) and 7.2(c) shall survive for twenty four (No Conflict), Section 3.4(a24) (Title to Assets), Section 3.21 (Brokers)months following the Closing Date, and Section 3.22 (Solvency) provided, further, that for purposes of claims by Indemnified Parties under the Voting and Joinder Agreement and/or Joinder Agreement (collectively, the “Fundamental RepresentationsJoinder Agreements”), the representations and warranties contained in Section 2.1 (Organization; Authority; No Conflicts) and Section 2.3 (Ownership) of the Joinder Agreements and any claims pursuant to Section 7.2(e) hereunder shall survive the Closing until the later of (A) the five-year anniversary last day of the Closing Date and (B) 60 days past the expiration of the applicable 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 Buyer contained in this Agreement and 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 termsperiod. (c) The survival periods set forth in Sections 8.1(a) representations and (b) are in lieu of, warranties and covenants and agreements and the parties expressly waiveapplicable 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 extent of) any otherwise applicable statute of limitationsclaim, whether arising at law or not fixed as to liability or liquidated as to amount, with respect to which the Securityholder Representative has been given written notice in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of accordance with the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time terms hereof from the Indemnified Party prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as any such claim is fully resolved in accordance with the terms hereof. (d) The parties acknowledge that the time periods set forth in this Section 7.1 for the assertion of claims and finally resolved, notices under this Agreement are the result of arms’ length negotiation among the parties and no Person shall assert that any they intend for the time periods to be enforced as agreed by the parties. The parties further acknowledge that the time periods set forth in this Section 7.1 may be shorter statute of limitations period applies prior to such timethan otherwise provided by Law.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller and the Buyer contained in this Agreement, the Bxxx of Sale Agreement and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) any certificate delivered pursuant hereto shall survive the Closing for a period of 15 twelve (12) months after the Closing Date; provided that (i) the representations and warranties of the Seller contained in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) and (ii) the representations and warranties of the Seller contained in Section 3.15 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, howeverfurther, that the representations and warranties contained of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) 3.4 (No Conflict), Section 3.4(a) (Title to Transferred Assets), and Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectivelysuch representations and warranties, the “Fundamental Representations”) and (b) the Buyer in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, 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) indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing for a period of 12 twelve (12) months after the Closing Date. The , except for those 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 Closing, which shall survive until performed remain in accordance with their respective terms. full force and effect for a period of twelve (c12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth in Sections 8.1(a) and (b) herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any representation, warranty, covenant or agreement such breach may be brought after expiration outside of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that ifthis Section 8.1. Notwithstanding the foregoing, at if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any time representation, warranty or covenant prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in with respect to such notice representation, warranty or covenant shall survive the expiration or termination of the applicable survival period continue indefinitely until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior resolved pursuant to such timethis Article VIII.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller the parties made herein, or in the certificates delivered pursuant to Sections 8.1(a)(iii) and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements8.1(b)(iii), and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) covenants contained in Section 7.1, shall survive the Closing for a period and remain in effect through and including April 1, 2015 (such date, the “Indemnity Survival Date”) and shall thereupon terminate and be of 15 months no further force and effect, and there shall be no liability in respect thereof, whether such liability has accrued prior to, on or after the Closing Date; provided, however, that the representations obligations under this Article X shall not terminate (and warranties contained shall continue to have full force and effect, subject to the limitations set forth herein) after the Indemnity Survival Date with respect to Indemnified Losses as to which the Indemnifying Party has received notice in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title accordance with this Article X prior 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 Indemnity Survival Date. All covenants and agreements of Seller and Buyer the parties contained herein or in this any Ancillary Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance nature are required to be performed at or prior to the Closing shall survive terminate on the Closing for a period Date and shall thereafter be of 12 months no further force and effect, and there shall be no liability in respect thereof, whether such liability has accrued prior to, on or after the Closing Date. The ; provided, however, that the obligations under this Article X shall not terminate (and shall continue to have full force and effect, subject to the limitations set forth herein) after the Closing Date, but only until the Indemnity Survival Date, with respect to Indemnified Losses resulting from any breach of those covenants and agreements of Seller and Buyer contained in this Agreement Section 7.1 occurring prior to the Closing. All covenants and the Indemnification Ancillary Agreements that agreements, which, by their terms terms, contemplate performance in whole or in part after the Closing Date shall survive until performed the Closing 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller and Buyer contained made by the parties in this Agreement, or in connection with the Bxxx negotiation, execution and performance of Sale and Assignment and Assumption Agreementsthis Agreement, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing until the earlier of (i) the completion of the Surviving Corporation’s audit for a period of 15 the fiscal year ended December 31, 2007 and (ii) twelve (12) months after the Closing Date (the “Expiration Date”), at which time they shall expire; provided, however, that notwithstanding anything to the contrary set forth herein, (i) all representations and warranties contained in Section Sections 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) 3.3 (No ConflictSubsidiaries and Investments), Section 3.4(a) 3.16 (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (SolvencyEnvironmental Matters) (collectively, along with Sections 3.5 (Capitalization) and 3.21 (Financial Advisors), the “Company Fundamental Representations”), 4.1 (Organization and Qualification), 4.2 (Authority) and Article VI shall survive the Closing until the date that is thirty-six (36) months after the Closing Date and shall expire on such date and (ii) all representations and warranties contained in Sections 3.5 (Capitalization) and 3.21 (Financial Advisors) shall survive the Closing until the later of date that is twenty-four (A24) the five-year anniversary of months after the Closing Date and (B) 60 days past shall expire on such date. The waiver of any condition based on the expiration accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or other remedy based on such representation, warranty, covenant and agreement. Notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of the statute Parties to complete the Closing, each Party shall be entitled to rely upon the representations and warranties set forth herein, and none of limitations applicable to matters covered thereby (after giving effect to such representations and warranties shall be deemed waived or modified in any waiver or extension thereof granted respect by the applicable party or the pendency reason of any legal dispute resolution process). (b) The such investigation or audit. All covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that herein which by their terms contemplate performance prior to actions or impose obligations following the Closing shall survive the Closing for a period of 12 months after the Closing Date. The covenants and agreements of Seller remain in full force 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 effect 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations Each covenant and warranties of Seller and Buyer agreement contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement or in any certificate delivered pursuant to this Agreement shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that the and be enforceable until such covenant or agreement has been fully performed. All 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 this Agreement or in any certificate delivered pursuant to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”) this Agreement shall survive the Closing until the later of date that is twelve (A12) 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 Buyer contained in this Agreement and 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, and shall thereafter expire. The covenants and agreements of Seller and Buyer contained limitations on survival set forth in this Agreement Section 9.3 shall not apply to (a) the representations 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 warranties set forth in Sections 8.1(a3.1(a) (Organization and Corporate Power), 3.2 (b) are in lieu ofAuthority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 3.26 (Brokers), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 4.6 (Brokers), 5.1 (Organization), and 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), and 5.13 (Taxes), all of which shall survive until sixty (60) days after expiration of the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law (b) the representations and warranties set forth in Section 3.16 (Anti-Corruption Laws; Certain Regulatory Matters), which shall survive until the date six (6) years from the Closing Date, (c) the representations and warranties set forth in Section 3.8 (Employee Benefit Plans), Section 3.14 (Government Contracts and Bids) and Section 3.18 (Environmental and Safety Matters), which shall survive until the date three (3) years from the Closing Date or in equity(d) claims based on criminal matters, fraud or Willful Breach, which shall survive without limitation. No claim may be made for indemnification hereunder for breach of any representationrepresentations, warranty, covenant warranties or agreement may be brought covenants after the expiration of the survival period applicable survival periods to such representation, warranty and covenant set forth in Sections 8.1(a) and (b)above; provided that ifthat, at any time representation, warranty or covenant with respect to which a claim has been made for a breach thereon prior to the expiration or termination any of the applicable survival periodforegoing dates shall, a party delivers a written notice of a claim containing the Claim Information in accordance only with Section 8.4(a)respect to such claim, then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) Except as otherwise provided in this Section 9.01, the representations and warranties of Sellers contained in this Agreement shall survive the Closing hereunder and continue in full force and effect for a period of 12 months thereafter. (b) The Fundamental Representations shall survive the Closing hereunder and continue in full force and effect until the expiration of the applicable statute of limitations. (c) The representations and warranties contained in Section 3.02 shall survive the Closing hereunder and continue in full force for a period of 90 days thereafter. (d) The representations and warranties contained in Section 3.01(a) and Section 3.01(b) shall terminate immediately following the Closing. The special warranty contained in Section 3.01(c) shall survive the Closing and continue in full force and effect indefinitely. (e) The covenants of Sellers (including Seller Representative), Manager and Buyer contained herein that are to be performed at or prior to the Closing shall survive Closing for a period of 12 months. (f) The covenants of Sellers (including Seller Representative), Manager and Buyer contained herein that are to be performed after the Closing (collectively, the “Post-Closing Covenants”) shall survive the Closing and continue in full force and effect until 30 days after the expiration of the time to perform such covenant or, if no such time is expressly stated herein, until the expiration of the applicable statute of limitation. (g) The representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) herein shall survive the Closing for a period and continue in full force and effect until the expiration of 15 months after the Closing Date; provided, however, that the representations and warranties contained applicable statute of limitations. (h) The indemnities in Section 3.1 (Organization and Qualification9.02(a)(i), Section 3.2 (Authority9.02(a)(ii), Section 3.3(a)(i9.03(a) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 9.03(b) shall terminate as of the termination date of each respective representation, warranty or covenant that is subject to indemnification. (Solvencyi) (collectivelySellers’ indemnities set forth in Sections 9.02(a)(iii) through 9.02(a)(viii) shall, the “Fundamental Representations”) in each case, 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 continue in full force and effect to any waiver or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process)indefinitely. (bj) The covenants and agreements Notwithstanding the foregoing, there shall be no termination of Seller and Buyer contained any bona fide Claim asserted pursuant to the indemnities in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance Section 9.02(a) or Section 9.03 prior to the Closing shall survive date of termination for such indemnity. Without limiting any of the Closing for a period of 12 months after the Closing Date. The covenants and agreements of Seller foregoing, Owners hereby expressly disclaim all, and Buyer contained in this Agreement and the Indemnification Ancillary Agreements hereby agrees that by their terms contemplate performance in whole no Owner shall have any liability 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 ofresponsibility for, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant statement or agreement communication made or communicated (orally or in writing, including without limitation, any opinion, information, projection or advice that may be brought after expiration have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of the applicable survival periods Target, the Manager, Seller Representative, the other Sellers or any of their respective Affiliates) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in Sections 8.1(a) and (b); provided that if, at this Agreement or in the Assignment or in any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeother Transaction Document.

Survival of Representations, Warranties and Covenants. (a) The representations and or warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing for a period of 15 eighteen (18) months after the Closing Date other than (i) the Fundamental Representations which shall survive indefinitely after the Closing Date; provided, however, that (ii) the representations and warranties contained in Section 3.1 3.9 and Section 3.20 (Organization and Qualificationother than Section 3.20(l)), 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”) which shall survive the Closing until the later of thirty (A30) the five-year anniversary of the Closing Date and (B) 60 days past following the expiration of the applicable statute of limitations applicable to matters covered thereby period, and (after giving effect to any waiver or extension thereof granted by iii) the applicable party or the pendency of any legal dispute resolution process). (b) The covenants representations and agreements of Seller and Buyer contained warranties in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing Section 3.24, which shall survive until the Closing for a period thirty-six (36) month anniversary of 12 months after the Closing Date. The covenants and agreements of Seller and Buyer contained made by the Parties in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole with respect to action to be taken or in part omitted after the Closing Date shall survive until performed the Closing and the consummation of the transactions contemplated by this Agreement in accordance with their respective terms. The right of the Buyer Indemnified Parties to bring an indemnity claim pursuant to Section 7.1(b)(v) shall expire on January 15, 2014. The right of the Buyer Indemnified Parties to bring an indemnity claim pursuant to Section 7.1(b)(vii)(x) shall expire on the ten (10)-year anniversary of the Closing Date. The right of the Buyer Indemnified Parties to bring an indemnity claim pursuant to Section 7.1(b)(vii)(y) shall expire upon the receipt of closure documentation from the appropriate Governmental Entity. The right of the Buyer Indemnified Parties to bring an indemnity claim pursuant to Section 7.1(b)(viii) or Section 7.1(b)(ix) shall expire on the thirty-six (36) month anniversary of the Closing Date. The right of the Buyer Indemnified Parties to bring an indemnity claim pursuant to Section 7.1(b)(ii)-(iv) and (vi) shall survive indefinitely. (c) The survival periods set forth in Sections 8.1(a) and (b) are For the avoidance of doubt, the obligations of an Indemnifying Party to provide indemnification pursuant to Article VII shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 8.1(a); provided, however, an Indemnified Party acting in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No good faith may assert a claim for breach of any representation, warranty, covenant or agreement which it may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior seek indemnification pursuant to the expiration or termination of the applicable survival period, a party delivers a Article VII by providing written notice of a such claim containing to the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of Indemnifying Party prior to the applicable survival period until such time as such claim is fully described in Section 8.1(a) (and finally resolved, and no Person shall assert that any shorter statute of limitations period applies need not commence an actual legal proceeding prior to such timedate), in which case such claim shall survive until final resolution thereof.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer contained in Articles II, III and IV of this AgreementAgreement shall survive the Closing hereunder and shall continue in effect notwithstanding any knowledge of, or any investigation by or on behalf of, the Bxxx Buyer, the Company or the Parent, as the case may be, until eighteen (18) months following the Closing Date, except that (a) the representations and warranties set forth in Section 3.22 (Environmental Laws and Regulations) shall survive until five (5) years following the Closing Date, (b) the representations and warranties set forth in Sections 3.9 (Taxes), 3.18 (Compliance with Law) and 3.19 (Employee Benefit Plans) shall survive until the date which is sixty (60) days after the expiration of Sale and Assignment and Assumption Agreementsthe relevant statute of limitations, and (c) the Intellectual Property Assignments representations and warranties set forth in Sections 2.1 (Due Authorization and Execution), 3.1 (Organization of the “Indemnification Ancillary Agreements” Company), 3.2 (Due Authorization and Execution), 3.3 (Capitalization and Corporate Records of the Company), 3.13 (Assets), 4.1 (Due Authorization and Execution) and 4.2 (Organization of the Buyer) shall survive the Closing for a period of 15 months after the Closing Datein perpetuity; provided, however, that the termination of the survival period of any representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by such party in a writing received by the party making such representation or warranty prior to the expiration of the applicable survival period provided herein. All covenants and agreements 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”) this Agreement shall survive the Closing and shall remain in effect 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 they are performed 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 Buyer contained in this Agreement and 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 they lapse 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The Except as set forth in this Section 6.4, the representations and warranties of Seller and Buyer the parties contained in this Agreement, herein shall survive until the Bxxx second anniversary of Sale and Assignment and Assumption Agreementsthe Closing (the "Expiration Date"), and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for no party may seek indemnification under this Article 6 with respect to a period breach of 15 months a representation or warranty after the Closing Expiration Date; provided, however, that the representations and warranties contained in Section 3.1 (Organization 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 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”) 3.15 shall survive until 90 days after the Closing until the later of (A) the five-year anniversary of the Closing Date and (B) 60 days past the expiration of the applicable statute of limitations applicable to matters covered thereby (after giving effect to including 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 Buyer contained in this Agreement and 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(aall valid extensions thereof) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for a party may seek indemnification with respect to a breach of any representation, warranty, covenant such representation or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at warranty any time prior to the expiration of such statute of limitations. Notwithstanding anything to the contrary contained herein, all representations and warranties made by each of VNCI, B2B and Moneyline in this Agreement or termination in any schedule or other document delivered pursuant hereto, and the liability with respect thereto, shall not terminate with respect to any claim, whether or 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 applicable survival periodclaim 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 survive indefinitely unless otherwise set forth herein or therein. Notwithstanding anything to the contrary in this Agreement, (a) no investigation by, or knowledge of, a party delivers a written notice of a claim containing shall affect the Claim Information in accordance with Section 8.4(a)representations, then the claim asserted in such notice shall survive the expiration or termination warranties, covenants and agreements of the applicable survival period until other parties under 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 and by the Transaction Agreements furnished or to be furnished to the other parties and (b) such time as such claim is fully representations, warranties, covenants and finally resolved, and no Person agreements shall assert not be affected or deemed waived by reason of the Closing or of the fact that the other party or parties knew or should have known that any shorter statute of limitations period applies prior to such timethe same is or might be inaccurate in any respect.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller Cedent and Buyer Reinsurer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing solely for a period purposes of 15 this Article VII and shall terminate and expire on the date that is eighteen (18) months after following the Closing Date; provided, however, provided that the representations and warranties contained made in Section Sections 3.1 (Organization Organization, Standing and QualificationCorporate Power), Section 3.2 (Authority) and 3.15 (Brokers and Finders) (the “Cedent Fundamental Representations”) and Sections 4.1 (Organization, Standing and Corporate Power), Section 3.3(a)(i4.2 (Authority) and 4.8 (Brokers and Finders) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Reinsurer 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 applicable 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)limitations. (b) The covenants and agreements of Seller and Buyer contained 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 the Indemnification Ancillary Agreements 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 contemplate performance are required to be fully performed prior to the Closing shall will survive until the Closing for a period of 12 date that is six (6) 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 which time no claim for indemnification with their respective termsrespect thereto may be brought hereunder. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No Any claim for indemnification in respect of any breach of any representation, warranty, warranty or covenant or agreement may be brought after that is not asserted by notice given as required herein prior to the expiration of the applicable survival periods set forth period specified in Sections 8.1(a) this Section 7.1 shall not be valid and (b); provided that if, at any time prior right to indemnification is hereby irrevocably waived after the expiration or termination of the applicable such period of survival. Any claim properly made for an Indemnifiable Loss in respect of such a breach asserted within such period of survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeherein provided will be timely made for purposes hereof.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller and Buyer contained in this AgreementAgreement will survive the Closing until 5:00 P.M. (Eastern time) on the date that is the 24-month anniversary of the Closing Date; provided that the representations and warranties set forth in (and any claim arising from an inaccuracy or breach of) (i) Section 5.1 (Organization; Authority), Section 5.2 (Authorization; Enforcement), Section 5.13 (Brokerage and Finders’ Fees), Section 6.1 (Organization; Authority), Section 6.2 (Authorization; Enforcement) and Section 6.13 (Brokerage and Finders’ Fees) will survive the Bxxx of Sale and Assignment and Assumption AgreementsClosing indefinitely, and (ii) Section 5.15(a) (Title & Sufficiency of Assets) and Section 6.15(a) (Title & Sufficiency of Assets) will survive the Intellectual Property Assignments Closing until 5:00 P.M. (Eastern time) on the “Indemnification Ancillary Agreements” ) date that is the five-year anniversary of the Closing Date. All covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing until the expiration of the applicable statute of limitations or for a such shorter period specified in this Agreement. All other covenants and agreements contained in this Agreement shall survive the Closing until the 24-month anniversary of 15 months after the Closing Date; provided, however, that notwithstanding the representations and warranties contained in Section 3.1 foregoing, (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(ia) (No Conflict), Section 3.4(a) (Title the obligations of NewCo to Assets), Section 3.21 (Brokers)assume, and Section 3.22 (Solvency) (collectivelyindemnify KO Indemnified Parties for, 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). Assumed KO Energy Liabilities, (b) The covenants the obligations of Monster to retain, and agreements of Seller and Buyer contained in this Agreement and indemnify the Indemnification Ancillary Agreements that by their terms contemplate performance prior to KO Indemnified Parties for, 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. Retained Monster Liabilities, (c) The survival periods set forth in Sections 8.1(a) the obligations KO to assume, and indemnify Monster Indemnified Parties for, the Assumed Monster Non-Energy Liabilities and (bd) are in lieu ofthe obligations of KO to retain, and indemnify the parties expressly waiveMonster Indemnified Parties for, any otherwise applicable statute the Retained KO Liabilities following Closing, shall survive indefinitely. The period of limitations, whether arising at law time that a representation or in equity. No claim for breach of any representation, warranty, warranty or covenant or agreement may survives the Closing pursuant to this Section 10.1 shall be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.the

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the parties made in this Agreement shall survive the 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 Seller the foregoing representations and Buyer contained warranties referred to herein as “Special Claims”), and the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall survive for a period equal to the statute of limitations pertaining thereto; (b) All other representations and warranties made in this Agreement, and the Bxxx indemnification obligations of Sale the parties with respect to breaches of such representations and Assignment 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 Assumption Agreementseffect without limitation; (d) All covenants and agreements made in this Agreement, and the Intellectual Property Assignments indemnification obligations of 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 Ancillary Agreements” ) indemnification obligations of the parties with respect to breaches thereof, shall survive the Closing for a period of 15 months after indefinitely; and (e) Notwithstanding the Closing Date; providedforegoing or anything else to the contrary, however, that the representations and warranties contained if any claim or proceeding is to be made or brought by an Indemnitee (as defined in Section 3.1 (Organization and Qualification)8.8) within the applicable time period set forth above in this Section 8.2, Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers)such claim, and Section 3.22 (Solvency) (collectivelythe representation, the “Fundamental Representations”) shall survive the Closing until the later of (A) the five-year anniversary warranty and/or covenant alleged to have been breached in such claim or proceeding, and all indemnification obligations 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 Buyer contained in this Agreement and 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 parties with respect thereto, 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 otherwise applicable statute final resolution of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolvedby settlement, and no Person shall assert that any shorter statute of limitations period applies prior to such timearbitration, litigation or otherwise.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx and in any certificate furnished under Section 2.3(a)(ii) or Section 2.3(b)(i) of Sale and Assignment and Assumption Agreementsthis Agreement, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing solely for purposes of this Article VII and shall terminate and expire at the end of the calendar day by which a period claim for indemnification with respect to such matter must be made, as provided herein. Neither Seller nor Buyer shall have any obligation to indemnify the Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, under this Article VII for any breach of any representation or breach of warranty, or for any misrepresentation in any certificate furnished under Section 2.3(a)(ii) or Section 2.3(b)(i) of this Agreement, unless on or before the date that is 15 months after the Closing Date, the party seeking indemnification notifies the other party of a claim specifying the factual basis for the claim in reasonable detail to the extent then known by the party seeking indemnification; providedprovided that, howevernotwithstanding the foregoing limitations, that (i) claims for indemnification based on a breach of the representations and warranties contained made in Section 3.1 (Organization and QualificationSections 3.1, 3.2(a), Section 3.2 3.3, 3.4, 3.18 and paragraphs (Authorityd), Section 3.3(a)(i) (No Conflictf), Section 3.4(a) (Title to Assetsj), Section 3.21 (Brokersl), (m), (n), (o) and (p) of Section 3.22 (Solvency) 3.10, and Sections 4.1, 4.2, 4.5, 4.10 and 4.11 (collectively, the “Fundamental Representations”) shall survive the Closing until the later expiration of their applicable statutes of limitations and may be made at any time prior to such expiration, (ii) claims for indemnification based on a breach of the representations and warranties made in Section 3.2(b) shall survive the Closing indefinitely, (iii) claims for indemnification based on a breach of the representations and warranties made in Section 3.6(b) or in Xxxxxxx 0.00 (xxxxx xxxx xxxxxxxxxx (x), (x), (x), (x), (x), (x), (x) and (p) thereof) shall not survive the Closing Date, (iv) claims for indemnification based on a breach of the representations and warranties made in Sections 3.13, 3.15, 3.16 and 3.25 shall survive the Closing Date until the earlier of (A) the five-year anniversary of date that is 22 months after the Closing Date and (B) 60 the date that is one hundred eighty (180) days past after the expiration Conversion Completion Date and (v) claims for indemnification based on a breach of the statute representations and warranties made in Section 3.22 shall survive the Closing Date for a period of limitations applicable to matters covered thereby twelve (after giving effect to any waiver or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process)12) months. (b) The covenants and agreements of Seller and Buyer contained To the extent that any covenant in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance is to be performed solely prior to the Closing shall Closing, such covenant will survive the Closing and remain in effect in accordance with its terms until, and a claim for a period breach of 12 such covenant may be made any time prior to, the date that is 15 months after the Closing Date, after which no claim for indemnification with respect thereto may be brought hereunder. The covenants and agreements of Seller and Buyer contained To the extent that any covenant in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part is to be performed after the Closing shall Closing, each such covenant in this Agreement will survive until performed and remain in effect until, and a claim for a breach of such covenant may be made any time prior to, the date on which such covenant expires in accordance with their respective its terms, plus a period of six months thereafter, after which no claim for indemnification with respect thereto may be brought hereunder. (c) The survival periods set forth A claim for an Indemnifiable Loss pursuant to Section 7.2(a)(iv) may be made at any time and will be validly made if the relevant Buyer Indemnified Person notifies Seller of a claim specifying the factual basis for the claim in Sections 8.1(areasonable detail to the extent then known by such Buyer Indemnified Person; provided, however, that, notwithstanding the foregoing or anything to the contrary in this Agreement, no claim for indemnification in respect of an Indemnifiable Loss pursuant to Section 7.2(a)(iv) that results from or arises out of any Excluded Liability that is reinsured under, subject to or covered by the WNIC Reinsurance Agreements, may be made unless and (b) are until the applicable Buyer Indemnified Person has obtained in lieu ofits favor a judgment or arbitral award, as applicable, under the applicable provisions of such agreement and the parties expressly waiveamount thereof is not paid by the applicable counterparty (including any assignee thereof) within five (5) Business Days after presentation of a written demand therefor; provided, however, that in the event that such counterparty (and/or assignee) is, at the time any otherwise payment or other obligation becomes due and payable in accordance with the terms of such agreement, subject to insolvency, bankruptcy, rehabilitation, conservation or a comparable proceeding under Applicable Law, Seller shall upon written demand promptly pay the amount of such obligation to the applicable statute of limitationsBuyer Indemnified Person; provided, whether arising at law or in equity. No claim for breach of any representationfurther, warranty, covenant or agreement may that upon such payment Seller shall be brought after expiration subrogated to all rights and interests of the applicable survival periods set forth in Sections 8.1(aBuyer Indemnified Person and shall succeed to such rights and interests of such Buyer Indemnified Person as may exist under the terms of such agreement with respect to such Indemnifiable Loss, including the right to assert any defenses available to the Buyer Indemnified Person with respect to any matter relating thereto. (d) and (b); provided that if, A claim for an Indemnifiable Loss pursuant to Section 7.2(b)(iii) may be made at any time and will be validly made if the relevant Seller Indemnified Person notifies Buyer of a claim specifying the factual basis for the claim in reasonable detail to the extent then known by such Seller Indemnified Person; provided, however, that the availability of indemnification in respect of any Indemnifiable Loss pursuant to Section 7.2(b)(iii) shall not in any way limit or affect any right of any Seller Indemnified Person under any other Transaction Agreement (including the Special Support Services Agreement), nor shall any recovery by any Seller Indemnified Person under any such Transaction Agreement limit or affect any right of any Seller Indemnified Person under Section 7.2(b)(iii). The foregoing shall be subject to the last sentence of Section 7.8. (e) Any claim for indemnification in respect of an Indemnifiable Loss that is not asserted by notice prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a specified period in which such claim containing may be made shall not be valid and any right to indemnification with respect to the Claim Information matter in accordance with Section 8.4(a), then the claim asserted in such notice shall survive question is hereby irrevocably waived after the expiration or termination of such period; provided that any claim properly made for an Indemnifiable Loss asserted prior to the expiration of the applicable survival specified period until such time as in which such claim is may be made will be timely made for all purposes hereof and such claim shall continue until fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller the Company and Buyer the Purchaser contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing for a period consummation of 15 months after the Closing Date; provided, however, that the as follows: (i) representations and warranties contained set forth in Section 3.1 6.1 (Organization Due Organization, Good Standing, and QualificationCorporate Power), ; Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) 6.2 (Title to AssetsShares; Capitalization); Section 6.3 (Authority and Enforceability); Section 6.19 (No Brokers or Finders); Section 6.20 (Tax Matters); Section 7.1 (Due Organization, Section 3.21 (Brokers)Good Standing, and Corporate Power); and Section 3.22 7.2 (SolvencyAuthority and Enforceability) (collectively, the “Fundamental Representations”) shall survive the Closing and continue until the later of (A) in the five-year anniversary case of Section 6.20 (Tax Matters), fifteen (15) months after the Closing Date Date, and (B) 60 in the case of all other Fundamental Representations, sixty (60) days past after the expiration of the applicable statute of limitations applicable with respect to matters covered thereby a Claim brought for a misrepresentation or breach of the Fundamental Representations; (ii) representations and warranties set forth in Section 6.23 (Compliance with Educational Laws) shall survive the Closing and continue until the date which is fifteen (15) months after giving effect the Closing Date; and (iii) all other representations and warranties shall survive the Closing and continue until the date which is twelve (12) months after the Closing Date. No Claim against the Purchaser pursuant to Section 12.1(b)(ii) with respect to a breach of or failure to perform any waiver covenant or extension thereof granted by agreement shall be brought or asserted after the applicable party date which is fifteen (15) months after the Closing Date. No Claim against any Seller pursuant to Section 12.1(a)(iii) or Section 12.1(a)(iv) shall be brought or asserted after the pendency of date which is fifteen (15) months after the Closing Date, and no Claim against any legal dispute resolution processSeller pursuant to Section 12.1(a)(ii), Section 12.1(a)(v), or Section 12.1(a)(vi) shall be brought or asserted after April 30, 2024 (each such date set forth in this Section 12.2(a), a “Survival Period”). (b) The covenants and agreements Unless a Claim is asserted during the applicable Survival Period, no Indemnifying Party will have any indemnification obligation or other liability in respect of Seller and Buyer contained such Claim or in this Agreement respect of any facts or circumstances underlying such Claim. If a Claim is asserted during the applicable Survival Period, such Claim will survive the expiration of the Survival Period, and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing Indemnifying Party will be liable for a period indemnification of 12 months after the Closing Date. The covenants and agreements such Claim, until final resolution 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 such Claim in accordance with their respective termsthis Agreement. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer (a) the Company contained in this AgreementArticle IV and all claims and causes of action with respect thereto will terminate on the date that is twelve (12) months from the Final Closing Date, (b) the Bxxx Sellers contained in Article V and all claims and causes of Sale and Assignment and Assumption Agreementsaction with respect thereto will terminate on the date that is twelve (12) months from the Final Closing Date, and (c) the Intellectual Property Assignments Purchaser contained in Article VI and all claims and causes of action with respect thereto will terminate on the date that is twelve (12) months from the “Indemnification Ancillary Agreements” ) shall Final Closing Date. No covenant or agreement contained herein that is to be performed on or prior to the Final Closing Date will survive the Closing for a period of 15 months after the Final Closing Date; provided, however, that the representations and warranties contained foregoing will 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, no respect limit the “Fundamental Representations”) shall survive the Closing until the later of (A) the five-year anniversary rights of the Parties to seek indemnification for any breach of such covenant or agreement occurring before the Final Closing Date and if a claim for indemnification hereunder is brought within six (B6) 60 days past the expiration months 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 Buyer contained in this Agreement and 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 Final Closing Date. The covenants Any covenant and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance agreement to be performed, in whole or in part part, after the Final Closing shall Date will survive until performed the Final Closing in accordance with their respective its terms. (c. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 11.5(a) The survival periods set forth in with respect to indemnification under Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law 11.2 or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior 11.3 will have been given pursuant to the expiration or termination of Section 12.6 within the applicable survival period, a party delivers a written notice the representations, warranties, covenants and agreements that are the subject of a such indemnification claim containing the Claim Information in accordance will survive with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior respect to such timeClaim Notice until it is finally and fully resolved. Notwithstanding the foregoing, in the event that the Final Closing Obligations terminate and the Final Closing does not take place, the representations and warranties in described clauses (a) through (c) above will terminate twelve (12) months after the Initial Closing Date.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption AgreementsSeller Disclosure Schedule, and the Intellectual Property Assignments documents and certificates delivered pursuant to Section 7.02(a) and (b) hereof (collectively, the “Acquisition Documents”) shall survive the Closing for a period ending on the day (the “Indemnification Ancillary Agreements” Expiration Date”) that is the fifteen (15) month anniversary of the Closing or in the case of certain other representations and warranties (the “Fundamental Representations”) set forth in Section 3.04 (Capitalization), Section 3.05 (Authority Relative to the Agreement), Section 3.06 (No Conflicts), Section 3.15 (Taxes), Section 3.14 (Intellectual Property), Section 3.34 (Compliance with Foreign Corrupt Practices Act and Anti-Bribery Laws and Regulations), Section 3.35 (Compliance with Export Control Laws) and Section 3.36 (Government Investigation and Voluntary Disclosure) shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that the thirty (30) months. 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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior Escrow Agreement shall not survive beyond the Closing, and any liability of Buyer with respect to such representations and warranties shall thereupon cease. Neither the period of survival nor the liability of the Seller with respect to the Closing shall survive Seller’s representations and warranties or 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration liability of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, Company Stockholders under the Stockholder Agreement shall be affected by any investigation made at any time prior (whether before or after the Closing) by or on behalf of Buyer or by any actual, implied or constructive knowledge or notice of any facts or circumstances that Buyer may have as a result of any such investigation or otherwise. The parties hereto agree that reliance shall not be an element of any claim for misrepresentation or indemnification under this Agreement. The waiver by Buyer of any condition based on the accuracy of any such representation or warranty, or based on the performance of, or compliance with, any covenant or obligation, shall not affect the right to the expiration indemnification or termination of the applicable survival periodother remedy based on such representations, a party delivers a warranties, covenants or obligations. If written notice of a claim containing has been given prior to the Claim Information in accordance with Section 8.4(a)expiration of the applicable representations and warranties by a Buyer Indemnified Party to the Company or the Stockholders’ Representative, as the case may be, then the relevant representations and warranties shall survive as to such claim asserted until such claim has been finally resolved. The expiration of the survival period for any representation and warranty shall not affect the rights of (i) any Buyer Indemnified Party to seek indemnification from any Indemnifying Party (as defined below) under Article IX, or otherwise seek recovery of losses or any other recovery from any Indemnifying Party, in any such notice case as a result of any fraud, willful misconduct or intentional misrepresentation by any Indemnifying Party upon, against or to the Buyer Indemnified Parties in connection with the Acquisition, or (ii) the Buyer to seek indemnification under any Stockholder Agreement or Major Entitled Optionee Agreement as a result of any fraud, willful misconduct or intentional misrepresentation by any Indemnifying Party upon, against or to the Buyer in connection with the Acquisition. The parties to this Agreement acknowledge and agree that the term “intentional misrepresentation,” as used in this Agreement or any other Acquisition Document, with respect to a Person shall mean “intentional misrepresentation” as defined under New York law and shall in any event include a statement or communication by such Person that was actually known by such Person at the time the statement or communication was made to be false or misleading or a statement that was made by such Person recklessly and without regard for its truthfulness. (b) The respective covenants, agreements and obligations of the Seller and Buyer set forth in this Agreement or in any certificate, document or other instrument delivered pursuant to Section 7.02, in the case of the Seller, and Section 7.03, in the case of Buyer, shall survive the expiration execution and delivery of this Agreement, any investigation by or termination on behalf of the applicable survival period until such time as such claim is fully and finally resolvedany party hereto, and no Person shall assert that any shorter statute of limitations period applies prior to such timethe Closing without limitation.

Survival of Representations, Warranties and Covenants. (a) The For the purposes of this Agreement and notwithstanding anything to the contrary in the Merger Agreement, the representations and warranties of Seller and Buyer contained in this the Merger Agreement, and in any certificate delivered pursuant to the Bxxx of Sale and Assignment and Assumption Agreementsterms thereof, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) right to commence any claim for indemnification with respect thereto, shall survive the Closing for a period of 15 months eighteen (18) months; provided, however; (i) the representations and warranties (A) set forth in Section 4.14 of the Merger Agreement and (B) in any certificate delivered pursuant to the Merger Agreement (to the extent relating to such representations or warranties described in clause (A)), shall not survive the Closing; (ii) (A) the Buyer Fundamental Representations, (B) the Company Fundamental Representations and (C) the representations and warranties contained in any certificate delivered pursuant to the terms of the Merger Agreement (to the extent relating to such representations and warranties described in clause (A) or (B)), shall not have any expiration date; and (iii) the representations and warranties set forth in Section 4.17, Section 4.19, Section 4.24, Section 4.25, Section 4.26, Section 4.27 and Section 4.28 of the Merger Agreement shall survive indefinitely, except to the extent relating to the representations and warranties contained in Appendix A, in which case they, and the representations and warranties set forth in Appendix A of the Merger Agreement, shall survive until one year and one day after the Closing Datepayment in full of all obligations of the applicable securitization trust. (b) For the purposes of this Agreement and notwithstanding anything to the contrary in the Merger Agreement, all covenants and agreements set forth in the Merger Agreement and any Ancillary Agreements shall remain in full force and effect in accordance with their terms. (c) Notwithstanding the foregoing, the right to commence any claim for indemnification pursuant to Section 2.2(b) - (n) shall survive indefinitely. (d) After the expiration (if applicable) of the time periods set forth in Section 2.1(a), Section 2.1(b) or Section 2.1(c), any claim for indemnification under this Agreement with respect to the breach of the applicable representations, warranties, covenants or agreements shall be deemed time-barred, and no such claim shall be made; 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 Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a if written notice of a claim containing for indemnification shall have been provided to CBNA, on the Claim Information one hand, or the Buyer, on the other hand, as the case may be, within the applicable survival period and in accordance with Section 8.4(a3.1(a), then any representations, warranties, covenants or agreements that are the subject of such claim asserted in such notice for indemnification and the right to bring claims pursuant to the provisions of this Agreement that would otherwise terminate as set forth above shall survive the expiration or termination of the applicable survival period as to such claim until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing solely for a period purposes of 15 months after Sections 8.1 and 8.2 and shall terminate at the Closing close of business on the Deferred Payment Date; , provided, however, that (i) the representations and warranties contained in under Section 3.1 (Organization [Organization, Standing and Qualification)Power], Section 3.2 ([Authority); Approvals], Section 3.3(a)(i) (No Conflict)3.3 [Capitalization; Equity Interests], Section 3.4(a) (Title to Assets)3.16 [Brokers], Section 3.21 (Brokers)4.1 [Organization, Power and Authority], Section 4.2 [Authority; Approvals] and Section 3.22 4.5 [Brokers] which shall last indefinitely and Section 3.9 [Environmental Matters], Section 3.13 [Tax Matters] and Subsections (Solvencyb) through (collectivelyn) of Section 3.14 [Labor Relations; Employees] shall terminate at the close of business five years following the Closing and (ii) inasmuch as the representations and warranties are not listed in 8.6(i) above and are made with regard to a Foreign Subsidiary, such representations and warranties shall terminate at the “Fundamental Representations”) close of business three years following the Closing. The agreements contained in Article II, Article VI, Article IX, Article XI and Article XII shall survive the Closing until the later solely for purposes of Sections 8.1 and 8.2 and shall survive indefinitely (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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior except to the Closing extent that a shorter period of time is explicitly specified therein). The provisions of Section 8.3 shall survive the Closing for a period and shall terminate at the close of 12 months business five years following the Closing. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the Closing Datetermination thereof. The covenants and agreements Notwithstanding anything to the contrary contained herein, if written notice of Seller and Buyer contained in this Agreement and a claim has been given by an Indemnified Party to the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part after the Closing shall survive until performed Indemnifying Party in accordance with their respective terms. (c) The survival periods set forth in Sections 8.1(a) the provisions hereof and (b) are in lieu of, and prior to the parties expressly waive, any otherwise termination of the applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a)agreement, then the claim asserted in such notice relevant representations, warranties, covenants and agreements shall survive the expiration or termination of the applicable survival period until such time as to such claim is fully and until the claim has been finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller the Company, Buyer, and Buyer Sellers contained in this Agreement, any certificate delivered pursuant hereto or any Seller Document, Company Document or Buyer Document shall survive the Bxxx execution and delivery of Sale and Assignment and Assumption Agreements, this Agreement and the Intellectual Property Assignments Closing until and including the fifteen-month anniversary of the Closing Date (the “Indemnification Ancillary Agreements” General Survival Period”); provided, that (a) the representations and warranties (i) set forth in Sections 3.1 (authorization of agreement), 3.2(a) (conflicts), 3.3 (ownership and transfer of stock), 3.5 (financial advisors), 4.1 (organization and good standing), 4.2 (authorization of agreement), 4.3(a) (conflicts), 4.4 (capitalization), 4.5 (subsidiaries), the first sentence of 4.12 (title to tangible personal property), 4.13(b) (title to intellectual property), 4.21 (related party transactions), 4.26 (financial advisors), 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.6 (financial advisors), shall survive the execution and delivery of this Agreement and the Closing until and including the date that is thirty (30) days following the expiration of the applicable statute of limitations with respect to the particular matter that is the subject matter thereof, and (ii) set forth in Section 4.10 (taxes) and 4.15 (employee and labor matters; benefits plans) shall survive the Closing for a period execution and delivery of 15 months after the Closing Date; provided, however, that the representations this Agreement 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 and including the later to occur of (A) the five-year anniversary date that is thirty (30) days following the expiration of the Closing Date applicable statute of limitations with respect to the particular matter that is the subject matter thereof and (B) 60 the date that is thirty (30) days past following the expiration completion of any administrative audit respecting the Company and the Subsidiaries related to any taxable period ending on or before the Closing Date (in each case, the “Survival Period”), (b) any claim with respect to any 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 for five (5) years after the Closing Date, and (c) any claim with respect to fraud or any fraudulent 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 8.2(a)(i), Section 8.2(b)(i) and Section 8.2(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 indemnifying party in accordance with Section 8.3(a) before the termination of the applicable Survival Period. The respective covenants and agreements of Sellers, the Company and Buyer made in or 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 or, if not specified, indefinitely. It is the express intent of the Company, Buyer, and Sellers that, (x) if an applicable Survival Period as contemplated by this Section 8.1 is shorter than the statute of limitations applicable to matters covered thereby (after giving effect to any waiver or extension thereof granted that would otherwise have been applicable, then, by contract, the applicable party or the pendency statute of any legal dispute resolution process). (b) The covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior limitations shall be reduced to the Closing shortened Survival Period contemplated hereby and (y) if an applicable Survival Period as contemplated by this Section 8.1 is longer than the statute of limitations that would otherwise have been applicable, then, by contract, the applicable statute of limitations shall survive be increased to the Closing for a period of 12 months after the Closing Datelonger Survival Period contemplated hereby. The covenants Company, Buyer, and agreements of Seller and Buyer contained in this Agreement and Sellers further acknowledge that 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 time periods set forth in Sections 8.1(a) and (b) this Section 8.1 for the assertion of claims under this Agreement are in lieu ofthe result of arms’-length negotiation among the Company, Buyer, and Sellers and that they intend for the parties expressly waivetime periods to be enforced as agreed by the Company, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolvedBuyer, and no Person shall assert that any shorter statute of limitations period applies prior to such timeSellers.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer Notwithstanding anything to the contrary contained in this Agreement, the Bxxx representations, warranties and covenants of Sale Seller set forth in this Agreement and Assignment and Assumption AgreementsSeller’s liability under any provision of this Agreement, and the Intellectual Property Assignments under any Closing Document (the “Indemnification Ancillary Agreements” ) shall as defined below), will survive the Closing for a period of 15 months after the Closing Dateending on November 30, 2016; provided, 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 contained 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 -47- or agreement executed in Section 3.1 connection with this Agreement, including all documents and agreements executed at Closing (Organization and Qualification“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 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 Purchase Price. In order to secure Seller’s obligations set forth in this Section 3.2 (Authority16.1(a), Section 3.3(a)(i) Seller shall cause Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, (No Conflict“Guarantor”), to execute and deliver a guaranty in favor of Purchasers guaranteeing Seller’s obligations under this Section 3.4(a16.1(a) for the duration of the Survival Period (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Fundamental RepresentationsGuaranty”) 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 Seller shall have no liability to Purchaser following Closing with respect to any specific representation, warranty or covenant of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance herein if, prior to the Closing shall survive the Closing for Closing, Purchaser has actual knowledge of such specific breach of a period of 12 months after the Closing Date. The covenants and agreements 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 Due Diligence Items and Buyer contained in 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 herein, and Purchaser nevertheless consummates the transaction contemplated by 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 termsAgreement. (c) The survival periods set forth Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in Sections 8.1(a) this Agreement. All other representations, warranties, covenants and (b) agreements made or undertaken by Seller or Purchaser under this Agreement, unless otherwise specifically provided herein, 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 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 lieu addition to, and not limitation of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at limitation on liability provided elsewhere in this Agreement or by law or in equity. No claim for breach of any representationother contract, warranty, covenant agreement or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeinstrument.

Survival of Representations, Warranties and Covenants. (a) The For the purposes of this Agreement and notwithstanding anything to the contrary in the Merger Agreement, the representations and warranties of Seller and Buyer contained in this the Merger Agreement, and in any certificate delivered pursuant to the Bxxx of Sale and Assignment and Assumption Agreementsterms thereof, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) right to commence any claim for indemnification with respect thereto, shall survive the Closing for a period of 15 months eighteen (18) months; provided, however; (i) the representations and warranties (A) set forth in Section 4.14 of the Merger Agreement and (B) in any certificate delivered pursuant to the Merger Agreement (to the extent relating to such representations or warranties described in clause (A)), shall not survive the Closing; (A) the Buyer Fundamental Representations, (B) the Company Fundamental Representations and (C) the representations and warranties contained in any certificate delivered pursuant to the terms of the Merger Agreement (to the extent relating to such representations and warranties described in clause (A) or (B)), shall not have any expiration date; and (iii) the representations and warranties set forth in Section 4.17, Section 4.19, Section 4.24, Section 4.25, Section 4.26, Section 4.27 and Section 4.28 of the Merger Agreement shall survive indefinitely, except to the extent relating to the representations and warranties contained in Appendix A, in which case they, and the representations and warranties set forth in Appendix A of the Merger Agreement, shall survive until one year and one day after the Closing Datepayment in full of all obligations of the applicable securitization trust. (b) For the purposes of this Agreement and notwithstanding anything to the contrary in the Merger Agreement, all covenants and agreements set forth in the Merger Agreement and any Ancillary Agreements shall remain in full force and effect in accordance with their terms. (c) Notwithstanding the foregoing, the right to commence any claim for indemnification pursuant to Section 2.2(b) - (n) shall survive indefinitely. (d) After the expiration (if applicable) of the time periods set forth in Section 2.1(a), Section 2.1(b) or Section 2.1(c), any claim for indemnification under this Agreement with respect to the breach of the applicable representations, warranties, covenants or agreements shall be deemed time-barred, and no such claim shall be made; 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 Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a if written notice of a claim containing for indemnification shall have been provided to CBNA, on the Claim Information one hand, or the Buyer, on the other hand, as the case may be, within the applicable survival period and in accordance with Section 8.4(a3.1(a), then any representations, warranties, covenants or agreements that are the subject of such claim asserted in such notice for indemnification and the right to bring claims pursuant to the provisions of this Agreement that would otherwise terminate as set forth above shall survive the expiration or termination of the applicable survival period as to such claim until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and obligations of the parties made in this Agreement shall survive Closing, as follows: (a) The representations and warranties of Seller and Buyer contained set out in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for a period of 15 months after the Closing DateSections 3.1(Organization; provided, however, that the representations and warranties contained in Section 3.1 (Organization and QualificationStanding; Authorization; Capacity), Section 3.2 3.3 (AuthorityTax Matters), Section 3.3(a)(i) (No Conflict), Section 3.4(a3.5(a) (Title to Assets), 3.10 (Preneed and Trust Accounts and Endowment Care Funds), 3.14(e) (Real Estate Taxes) (claims with respect to any of the foregoing representations and warranties referred to herein as “Special Claims”) and 4.1 (Authority), for a period equal to the statute of limitations pertaining to written agreements in the State of Delaware; (b) All other representations and warranties made in this Agreement, for a period of two (2) years following Closing; (c) All covenants, agreements and obligations made in this Agreement which by their terms, are required to be performed at or prior to Closing, for a period of one (1) year following Closing, all other covenants, agreements and obligations made in this Agreement, except for the Special Covenants (as hereinafter defined), for a period equal to the statute of limitations pertaining to written agreements in the State of Delaware, unless otherwise specified herein; and (d) Buyer’s assumption of the Assumed Liabilities set forth in Section 3.21 1.4.1, Seller’s retention of the Retained Liabilities in Section 1.4.2 and the covenants set forth in Section 5.8 (BrokersPost Closing Access and Cooperation), Section 5.29 (Wrongful Burial Resolution) and Section 5.32 (Post-Closing Tax Matters) (collectively the “Special Covenants”), and Section 3.22 9.4 (Solvency) (collectivelySeller’s Broker), without limitation. Notwithstanding anything else herein to the contrary, 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 Buyer contained in this Agreement and 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 indemnification obligations set forth in Sections 8.1(a) this Article VIII for breaches of representations and (b) are warranties and covenants shall remain in lieu of, full force and effect until the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) date for such representations and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully warranties and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timecovenants.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer contained Target set forth in this AgreementAgreement and in any certificate, schedule, instrument or other document delivered by Target pursuant to this Agreement shall survive the Bxxx of Sale and Assignment and Assumption AgreementsEffective Time until April 2, and the Intellectual Property Assignments 2005 (the “Indemnification Ancillary Agreements” Survival Date”) shall survive the Closing for a period of 15 months after the Closing Date; (provided, however, that if an Officer’s Certificate (as defined herein) shall have been submitted pursuant to Section 8.6 with respect to any such representation or warranty on or prior to the Survival Date, the representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such Officer’s Certificate), and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of Acquiror. 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”) of Acquiror shall not 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 Buyer contained in this Agreement and 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 DateEffective Time. The covenants and agreements of Seller and Buyer the parties 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 the later of the Survival Date or the expiration of the time period for performance thereof as specified herein. Without limiting the generality of the foregoing, the agreements set forth in Sections 8.1(a) and (b) are in lieu ofthis Agreement shall terminate at the Effective Time, and except that the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods agreements set forth in Article I; Sections 8.1(a5.1(d) (Information Supplied – Permit), 5.1(f) (Information Supplied – Registration Statement), 5.4 (Confidentiality), 5.5 (Public Disclosure), 5.9 (Tax-Free Reorganization), 5.11 (Stock Options), 5.16 (Additional Agreements), 5.17 (Expenses), 5.24 (Director and Officer Indemnification), 5.26 (bAcquiror Conduct of Business During the Target Revenue Period), 7.2 (Effect of Termination), 7.3 (Expenses and Termination Fees), and 7.4 (Amendment); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice Article VIII; and Article IX shall survive the expiration or termination of Effective Time and the applicable survival Closing for the time period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior necessary to such timefulfill the obligations therein.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale Agreement and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) any certificate delivered pursuant to this Agreement shall survive the Closing for a period until 11:59 p.m. New York, New York time on the eighteen (18) month anniversary of 15 months after the Closing Date, at which time they (and the right to commence any claim with respect thereto under this Article X) shall terminate, and thereafter no party hereto shall be under any liability whatsoever with respect to any such representation or warranty; provided, however, that (a) the representations and warranties contained in each of Section 4.12 (other than Section 4.12(e)) (Employee Benefits Plans), Section 4.13 (Labor and Employment), and Section 4.14 (Environmental Matters) shall survive the Closing until the date that is the three (3) year anniversary of the Closing Date and the representations and warranties contained in Section 4.11 (Taxes) and Section 4.12(e) (ERISA) shall surviving the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations and (b) the representations and warranties contained in Section 3.1 (Organization and QualificationOwnership of the Interests), Section 3.2 3.3 (AuthorityAuthorization; Noncontravention), Section 3.3(a)(i) 4.1 (No ConflictDue Organization and Corporate Power), Section 3.4(a) 4.2 (Title to AssetsAuthorization; Noncontravention), Section 3.21 4.3 (BrokersCapitalization), Section 4.4 (Subsidiaries), Section 5.1 (Due Organization and Corporate Power) and Section 3.22 5.2 (SolvencyAuthorization; Noncontravention) (collectively, such representations and warranties, the “Fundamental Representations”) shall survive the Closing until indefinitely (in any such case, the later of (A) “Survival Period”). In addition, all covenants and agreements contained in this Agreement, including the five-year anniversary of indemnification covenants and obligations contained in this Article X, shall survive the Closing Date and (B) 60 days past until the expiration of the statute of limitations applicable to the respective matters covered thereby (after giving effect to any waiver or extension thereof granted by contained therein; provided, however, that the applicable party or the pendency of any legal dispute resolution process). (b) The indemnification covenants and agreements of Seller and Buyer obligations contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing Section 10.2(d) shall survive the Closing for a period until the eighteen (18) month anniversary of 12 months after the Closing Date. The Notwithstanding the preceding sentences, any breach of representations, warranties, covenants and or agreements in respect of Seller and Buyer contained in which indemnity may be sought under 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the applicable survival period until inaccuracy or breach thereof giving rise to such time as right of indemnity shall have been given to the party against whom such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies indemnity may be sought prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations representations, warranties and warranties certifications of Seller Parent, Merger Sub, the Company and Buyer the Key Shareholders contained in this Agreement, the Bxxx or in any W02-SD:6AFP1\51393538 -56- Agreement and Plan of Sale and Assignment and Assumption AgreementsMerger 09EY-117690 PAGE certificate or other instrument delivered pursuant to this Agreement by such Person or on its behalf, shall remain in effect until, and will expire on, the Intellectual Property Assignments Escrow Termination Date, except that: (the “Indemnification Ancillary Agreements” 1) 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 3.13 (Organization and QualificationTax Matters), Section 3.2 3.18 (Agreements, Contracts and Commitments - Government Contracts) and Section 4.15(a) (Agreements, Contracts and Commitments - Government Contracts) shall survive until the date three calendar years after the Closing Date; (2) the representations and warranties contained in Section 3.3 (Capital Structure), Section 3.5 (Authority), Section 3.3(a)(i3.8(c) (No ConflictStock Records), Section 3.4(a3.8(d) (Title to AssetsShareholder Table), Section 3.21 3.31 (BrokersEquity Ownership), Section 4.3 (Power and Authority) and Section 3.22 4.6 (Solvency) (collectively, the “Fundamental Representations”Capitalization) shall survive the Closing until the later of (A) the five-year anniversary termination of the Closing Date and (B) 60 days past the expiration of the statute statutes of limitations applicable to matters covered thereby the subject matter thereof; (after giving 3) neither the Escrow Termination Date nor any of the other foregoing time limits shall apply to claims based upon fraud or willful misrepresentation; and (4) the representation, warranty, covenant or obligation that is the subject matter of a Claim Notice made in accordance with Section 7.1(c) on or before the Escrow Termination Date, or such later date as applies to the survival of such representation, warranty, covenant or obligation pursuant to this Section 7.1(a), shall not so expire with respect to such Claim Notice or any subsequent Claim Notice that is reasonably related to the subject matter of such Claim Notice, but rather shall remain in full force and effect to any waiver until such time as each and every claim that is based upon has been fully and finally resolved, either by means of a written settlement agreement or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process)procedure set forth in Section 7.6. (b) The representations, warranties, certifications, covenants and agreements obligations of Seller and Buyer contained in this Agreement Parent, Merger Sub, the Company and 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 Key Shareholders, and the Indemnification Ancillary Agreements rights and remedies that may be exercised by any Person having a right to indemnification pursuant to this Article VII (collectively, the "INDEMNIFIED PARTIES"), shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any Knowledge of, any of the Indemnified Parties or any of their terms contemplate performance in whole or in part after the Closing shall survive until performed in accordance with their respective termsRepresentatives. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu ofFor purposes of this Agreement, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any a "CLAIM NOTICE" relating to a particular representation, warranty, covenant or agreement may obligation shall be brought after expiration deemed to have been delivered if any Indemnified Party, acting in good faith, delivers (i) in the case of any claim against or on account of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that ifCompany, at any time prior to the expiration Shareholder Agent and, if a claim is to be made against the Escrow Account, to the Escrow Agent, (ii) in the case of any claim against a Key Shareholder, to such Key Shareholder, or termination (iii) in the case of the applicable survival periodany claim against Parent, a party delivers to Parent; a written notice stating that such Indemnified Party believes that there is or has been a possible breach of such representation, warranty, covenant or obligation and containing (A) a claim containing brief description of the Claim Information circumstances supporting such Indemnified Party's belief that there is or has been such a possible breach; and (B) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Losses that have arisen and may arise as a direct or indirect result of such possible breach. (d) It is the intent of the Parties that all indemnification obligations under this Article VII shall apply without regard to whether or not (x) the Indemnifying Party was negligent or otherwise at fault in accordance any respect with Section 8.4(a)regard to the existence or occurrence of any of the matters covered by any such indemnification obligation, or (y) the Indemnifying Party otherwise caused or created, or is claimed to have caused or created, the existence or occurrence of any of the matters covered by any such indemnification obligation, whether through its own acts or omissions or otherwise. Notwithstanding the foregoing, W02-SD:6AFP1\51393538 -57- Agreement and Plan of Merger 09EY-117690 PAGE the indemnification obligation of the Indemnifying Party shall be reduced to the extent that the Indemnified Party receives insurance proceeds or other payment from a third party that specifically covers the Losses for which the Indemnifying Party otherwise would be required to indemnify such Indemnified Party pursuant to this Article VII. If an Indemnified Party receives insurance proceeds or other payment from a third party that specifically covers Losses for which one or more of the Indemnifying Parties previously paid such Indemnified Party pursuant to this Article VII, then such Indemnified Party shall refund to such Indemnifying Parties an amount equal to the claim asserted in lesser of (i) the amount that such notice shall survive the expiration or termination of the applicable survival period until Indemnifying Parties previously paid to such time as Indemnified Party relating to such claim is fully and finally resolvedLosses, and no Person shall assert that any shorter statute (ii) the amount of limitations period applies prior to such timeinsurance proceeds or other payment.

Survival of Representations, Warranties and Covenants. (a) The No representations and or warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, Litmus and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Shareholders contained herein shall survive beyond the Closing for a period of 15 months after the Closing Date; provided, however, Effective Time except that (i) the representations and warranties contained in Section 3.1 (Organization and Qualification)Sections 4.1, Section 3.2 (Authority)4.6, Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers)4.18, and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”) 4.16 hereof shall survive the Closing until the later of for three (A3) the five-year anniversary of years from the Closing Date (the “Three Year Claims”), (ii) the representations and (B) 60 days past warranties of Litmus and the Shareholders contained in Section 4.15 shall survive until the expiration of the relevant statute of limitations applicable to matters covered thereby thereto (after giving effect to any waiver or extension thereof granted by “Tax Claims”), (iii) the applicable party or representations and warranties of Litmus and the pendency Shareholders contained in Section 4.22 shall survive until October 27, 2010 (“Section 4.22 Claims”) and (iv) all other representations and warranties of any legal dispute resolution processLitmus and the Shareholders as set forth in Article IV hereof shall survive for eighteen (18) months from the Closing Date (“General Claims”). (b) The covenants No representations or warranties of THK and agreements of Seller and Buyer Litmus Acquisition Sub contained in this Agreement shall survive beyond the Effective Time except that (i) the representations and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to warranties contained in Sections 5.1 and 5.5 hereof shall survive for three (3) years from the Closing Date (the “THK Three Year Claims”) and (ii) all other representations and warranties of THK and Litmus Acquisition Sub as set forth in Article V hereof shall survive for eighteen (18) months from the Closing Date (“THK General Claims”). (c) All covenants and agreements contained in this Agreement (and in the corresponding covenants and agreements set forth in any of the Documents) shall survive the Closing for a period of 12 months after the Closing Date. The covenants and agreements of Seller and Buyer contained continue in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part after the Closing shall survive full force until fully performed in accordance with their respective terms. (cd) The survival periods set forth in Sections 8.1(a) and (b) are in lieu ofA Party shall have no claim for indemnity or other cause of action or claim arising from a breach of a representation or warranty unless such Party gives written notice to the other Party of such claim, specifying with particularity which representation or warranty has been breached and the parties expressly waivefactual basis for such claim, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after prior to the expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. Except as to (ai) The representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and 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 Paragraph 3.3 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title relating to Assets), Section 3.21 (Brokerstitle to the Presto Shares), and Section the covenant in Paragraph 9.2 (relating to the delivery of Presto Shares and other instruments and forms) which shall survive the closing and remain in effect indefinitely, (ii) the representations and warranties contained in Paragraph 3.22 (Solvency) (collectivelyrelating to environmental matters), the “Fundamental Representations”) which shall survive the Closing until the later expiration of three (A3) years from the Closing Date, (iii) the fivecovenants contained in Paragraphs 6.9 (relating to covenant not to compete) and 6.10 (relating to non-year anniversary of solicitation) which shall survive the Closing Date for the periods specified therein and (Biv) 60 days past the representations and warranties contained in Paragraph 3.10 (relating to Taxes), which shall survive the Closing until the expiration of the statute of limitations applicable to matters covered thereby (after giving effect to last day on which any waiver or extension thereof granted Tax may be validly assessed by the applicable party Internal Revenue Service 50 or any other Governmental Entity against the Presto Assets or the pendency Presto Business, the representations, warranties and covenants of any legal dispute resolution process). (b) The covenants the Shareholders and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing for a period until the expiration of 12 eighteen (18) months after from the Closing Date. The covenants and agreements of Seller and Buyer contained Any demand for indemnification or associated action hereunder must be made if at all on or before the time periods described in this Agreement paragraph 11.8, by the party making such demand or 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 filing of the complaint or other filing initiating such action or (ii) giving written notice on or -- before such date to the 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 the Indemnification Ancillary Agreements general facts upon which it is or will be based. The requisite degree of specificity shall be that by their terms contemplate performance which is reasonable under the circumstances then obtaining. Unless a Claimant hereunder institutes an action in whole respect of a claim hereunder or provides a written notice with respect to such claim as provided above, in part after either case on or before 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival time periods set forth in Sections 8.1(a) and (b); provided that ifdescribed herein, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully may not be pursued, shall thereafter be deemed irrevocably waived and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeforever barred.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller Sellers, the Company and Buyer contained in this AgreementAgreement or in any certificate furnished pursuant to this Agreement at the Initial Closing (other than the Sellers’ Fundamental Representations, the Bxxx of Sale and Assignment and Assumption AgreementsCompany’s Fundamental Representations, the Buyer Fundamental Representations and the Intellectual Property Assignments (representations and warranties set forth in Section 4.6(a) solely to the “Indemnification Ancillary Agreements” extent such representations and warranties in Section 4.6(a) relate to the Final Directive Cars) shall survive the Initial Closing for a period in full force and effect until the later of 15 (i) the date that is fifteen (15) months after the Initial Closing DateDate and (ii) May 15, 2018 (such period, the “Initial Survival Period”); provided, however, that the representations and warranties of the Company contained in Section 3.1 4.17 (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”Tax Matters) shall survive until the date that is thirty (30) days’ after the expiration of the applicable statute of limitations (as determined after giving effect to any applicable extensions). The representations and warranties (1) of Sellers, RemainCo, the Company or Buyer set forth in any Subsequent Closing Documents or any Subsequent Closing Certificate (other than the Buyer Fundamental Representations or the Subsequent Seller Fundamental Representations) and (2) set forth in Section 4.6(a) solely to the extent such representations and warranties in Section 4.6(a) relate to the Final Directive Cars shall survive the relevant Subsequent Closing until the later of (Ax) the five-year anniversary end of the Initial Survival Period or (y) the date that is six (6) months after the relevant Subsequent 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)Date. (b) Each of the Sellers’ Fundamental Representations, the Company’s Fundamental Representations, the Buyer Fundamental Representations and the Subsequent Seller Fundamental Representations shall survive the Initial Closing or the relevant Subsequent Closing, as applicable, in full force and effect indefinitely (or until the latest date permitted by applicable Law). (c) The respective covenants and agreements of Seller Sellers, the Group Companies and Buyer contained in this Agreement and shall survive the Indemnification Ancillary Agreements Initial Closing indefinitely (or until the latest date permitted by applicable Law); provided, that by their terms contemplate any covenant or agreement requiring full performance prior to the Initial Closing shall survive the Initial Closing for a period of 12 until the date that is twelve (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 termsInitial Closing. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The Notwithstanding anything to the contrary contained in this Agreement, (1) the representations and warranties of Seller set forth in Section 8.1 and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption AgreementsSeller's liability under Section 8.1, and (2) the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” covenants in Section 3.2(b) shall and Seller's liability under Section 3.2(b), will survive the Closing for a period that expires on the earlier of 15 months after (i) the Closing Date; providedfirst anniversary of the Closing, howeveror (ii) December 31, that the 2005 (“Survival Period”). Purchaser will not have any right to bring any action against Seller as a result of (i) any untruth, inaccuracy or breach of such representations and warranties contained in under Section 3.1 8.1, or (Organization and Qualificationii) the failure of Seller to perform its obligations under Section 3.2(b), Section 3.2 (Authority)unless and until the aggregate amount of all liability and losses arising out of all such untruths, Section 3.3(a)(i) (No Conflict)inaccuracies, Section 3.4(a) (Title to Assets), Section 3.21 (Brokers)breaches and failures exceeds $50,000, and Section 3.22 (Solvencythen 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 Sections 3.2(b) (collectivelyand 8.1, the “Fundamental Representations”when combined with any liability of Lantana South for untruths, inaccuracies, breaches or failures under Sections 3.2(b) shall survive the Closing until the later of (A) the five-year anniversary and 8.1 of the Closing Date and (B) 60 days past Lantana South Agreement, exceed, in 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)aggregate, $3,000,000. (b) The Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance herein if, prior to the Closing shall survive the Closing for Closing, Purchaser has actual knowledge of any breach of a period of 12 months after the Closing Date. The covenants and agreements 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 due diligence tests, investigations and Buyer contained in 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 herein, and Purchaser nevertheless consummates the transaction contemplated by 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 termsAgreement. (c) The survival periods set forth Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in Sections 8.1(athis 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 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. (d) and In order to satisfy its obligations under this Section 16.1, Seller agrees to either (bi) are remain in lieu of, and existence until the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth Survival Period and retain sufficient liquid assets to satisfy its obligations under this Section 16.1, (ii) remain in Sections 8.1(a) and (b); provided that if, at any time prior to existence until the expiration or termination of the applicable survival periodSurvival Period and obtain contractual commitments in favor of Seller from one or more of its members to re-contribute to Seller sufficient funds to satisfy Seller’s obligations under this Section 16.1, a party delivers a written notice or (iii) cause an Affiliate of a claim containing the Claim Information in accordance Seller, with sufficient liquid assets to satisfy Seller’s obligations under this Section 8.4(a)16.1, then the claim asserted in to assume such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeobligations.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller and Buyer contained made herein, or in this Agreementany certificate delivered pursuant hereto, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for a period of 15 months after until the Closing Escrow Termination Date; provided, however, that the representations and warranties contained in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(ii) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”) any claims for indemnification involving fraud or willful misconduct 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 such claims (after giving effect to any waiver or extension and thereafter until resolved if a claim in respect thereof granted by the applicable party or the pendency of any legal dispute resolution process). (b) The covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance has been made prior to such date) with respect to such matters, or indefinitely if no statute of limitations apply, and (ii) the Closing 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 the Closing for a period of 12 months after *** 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 Seller the Closing. The covenants and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that agreements which by their terms contemplate performance in whole or in part after the Closing Date shall survive until performed the Closing in accordance with their respective terms. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and terms until the parties expressly waive, any otherwise earlier of full performance or fulfillment of the covenant or agreement or until the expiration of the applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after The indemnification obligations pursuant to Sections 8.2(b)(ii) through (v) shall survive until the expiration of the applicable survival periods set forth in Sections 8.1(astatute of limitations and the indemnification obligations pursuant to Section 8.2(b)(vi) and (b); provided the “Specific Tax Indemnification”) shall survive until the date that ifis five (5) years following the Closing Date. Notwithstanding the foregoing, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information claims for indemnification under this Section 8 that have been properly asserted in accordance with Section 8.4(a), then 8.4 prior to the claim asserted in such notice shall survive the expiration or termination of the applicable survival period shall survive the Closing until such time as such claim is fully and finally resolvedthe final resolution thereof. No claims for indemnification for breaches of any representations, and no Person warranties, covenants or agreements under this Agreement shall assert that any shorter statute be made under this Article 8 or otherwise after the expiration of limitations period applies prior to such timethe applicable survival period.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale Agreement and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) any certificate delivered pursuant to this Agreement shall survive the Closing for a period until 11:59 p.m. local time in Oklahoma City, Oklahoma on the eighteen (18) month anniversary of 15 months after the Closing Date (the “Final Release Date”), at which time they (and the right to commence any claim with respect thereto under this Article X) shall terminate, and thereafter no party hereto shall be under any liability whatsoever with respect to any such representation or warranty; provided, however, that (a) the representations and warranties contained in Section 4.13 (Environmental Matters) shall survive the Closing until the date that is the five (5) year anniversary of the Closing Date, (b) the representations and warranties contained in Section 4.10 (Taxes) and Section 4.11 (Employee Benefits Plans) shall survive the Closing until the date that is thirty (30) days after the expiration of the statute of limitations applicable to any claim of breach of such representations and warranties, and (c) the representations and warranties contained in Section 3.1 (Organization and QualificationOwnership of the Shares), Section 3.2 3.3 (AuthorityAuthorization; Noncontravention), Section 3.3(a)(i) 4.1 (No ConflictCorporate Power), Section 3.4(a) 4.2 (Title to AssetsAuthorization; Noncontravention), Section 3.21 4.3 (BrokersCapitalization), Section 4.4 (Subsidiaries) and Section 3.22 4.15 (SolvencyBroker’s or Finder’s Fee), Section 5.1 (Due Organization and Corporate Power) and Section 5.2 (Authorization; Noncontravention) (collectively, such representations and warranties, the “Fundamental Representations”) shall survive the Closing until indefinitely (in any such case, the later of (A) “Survival Period”). In addition, all covenants and agreements contained in this Agreement, including the five-year anniversary of indemnification covenants and obligations contained in this Article X, shall survive the Closing Date and (B) 60 days past until the expiration of the statute of limitations applicable to the respective matters covered thereby (after giving effect to contained therein. Notwithstanding the preceding sentences, any waiver breach of representations, warranties, covenants or extension thereof granted by the applicable party or the pendency agreements in respect of any legal dispute resolution process). (b) The covenants and agreements of Seller and Buyer contained in which indemnity may be sought under this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing for a period time at which it would otherwise terminate pursuant to the preceding sentences, if notice of 12 months after the Closing Date. The covenants and agreements inaccuracy or breach thereof giving rise to such right of Seller and Buyer contained in this Agreement and indemnity shall have been given to 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement party against whom such indemnity may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies sought prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller set forth in Section 3.2 [Capitalization; Ownership], Section 3.3 [Authorization], and Buyer contained in the first sentence of Section 3.7 [Assets] of this Agreement, and of the Bxxx Purchaser set forth in Section 4.2 [Authorization] of Sale this Agreement, will survive until the latest date permitted by Law. (b) The representations and Assignment and Assumption Agreementswarranties of the Seller set forth in Section 3.6 [Tax Matters] of this Agreement, and the Intellectual Property Assignments Seller’s covenant to pay Taxes pursuant to Section 9.1(a) of this Agreement, will survive the Initial Closing until the expiration of the applicable statute of limitations (including any extensions or waivers thereof). (c) The representations and warranties of the “Indemnification Ancillary Agreements” Seller set forth in Section 3.14 [Environmental Matters] of this Agreement will survive the Initial Closing and expire on the seventh (7th) anniversary of the Initial Closing Date. (d) The representations and warranties of the Seller set forth in Section 3.22 [Absence of Certain Business Practices] of this Agreement will survive the Initial Closing and expire on the third (3rd) anniversary of the Initial Closing Date. (e) All other Seller Representations and Purchaser Representations not identified in Sections 8.4(a), (b), (c) or (d) shall survive the Initial Closing for a period of 15 eighteen (18) months after the Initial Closing Date; provided, however, that, in the event that the representations Purchaser Group has not had operational control, including reasonable access to the property, books and warranties contained in Section 3.1 (Organization records 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) (collectivelyemployees of the Business that is the subject of an Additional Closing, the “Fundamental Representations”) Seller 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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Initial Closing for a period of 12 eighteen (18) months after such applicable Additional Closing (but solely to the extent that each such Seller Representation is applicable to such Additional Closing Dateand the Acquired Assets being conveyed to the Purchaser Group at such Additional Closing). The MASTER ACQUISITION AGREEMENT (f) All covenants and agreements of Seller and Buyer the parties contained in this any Principal Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part after the Closing shall any certificate or other writing delivered pursuant thereto or in connection therewith will survive until performed in accordance with their respective termsthe expiration of the applicable statute of limitations (including any extension or tolling thereof) or for the shorter period explicitly specified therein. (cg) The survival periods If an Indemnified Party delivers to an Indemnifying Party, before expiration of the applicable indemnification period set forth in Sections 8.1(a) and above, either a Claim Notice based on the fact that an Indemnified Party has incurred Damages, or a notice that, as a result of a Legal Proceeding instituted by or claim made by a third Person, the Indemnified Party reasonably expects to incur Damages (b) are in lieu ofan “Expected Claim Notice”), and then the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration will survive until, but only for purposes of, the resolution of the applicable survival periods set forth matter covered by such notice. If the Legal Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination favor of the applicable survival periodIndemnified Party, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then Indemnified Party will promptly so notify the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeIndemnifying Party.

Survival of Representations, Warranties and Covenants. (a) The Except as set forth in Article VII with respect to Tax matters, the representations and warranties of Seller and Buyer the parties contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing solely for a period purposes of 15 Article VI until the later of July 31, 2008 or 18 months after following the Closing Date; provided, however, that notwithstanding the foregoing, (i) the representations and warranties contained of Seller set forth in Section 3.1 2.19 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(iEmployee Benefit Plans; ERISA) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 2.23 (Solvency) (collectively, the “Fundamental Representations”Compliance with Environmental Laws) shall survive the Closing until six months following the later expiration of the applicable statute of limitations (including all periods of extension, whether automatic or permissive) and (ii) (A) the five-year anniversary representations and warranties of the Closing Date 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 Section 2.29 (Seller Indenture) and (B) 60 days past the expiration representations and warranties of Purchaser set forth in Section 3.2 (Authority; Validity of Agreements), Section 3.4(d) (relating to the statute of limitations applicable Purchaser Common Stock to matters covered thereby be issued pursuant to this Agreement) and Section 3.9 (after giving effect to any waiver or extension thereof granted by Purchaser Indenture), shall survive the applicable party or the pendency of any legal dispute resolution process). (b) The Closing indefinitely. All covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior which are to have effect or be performed after 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 otherwise applicable statute . Any right of limitations, whether arising at law or in equity. No claim for indemnification pursuant to this Article VI with respect to a claimed breach of any a representation, warranty, warranty or covenant or agreement may be brought after expiration shall expire at the date of termination of the applicable survival periods set forth in Sections 8.1(a) and period for such representation, warranty or covenant claimed to be breached (bthe “Termination Date”); provided that if, at any time unless on or prior to the expiration or termination 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 applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as representation and warranty to which such claim is fully and finally resolved, and no Person shall assert that any shorter statute relates until the final disposition of limitations period applies prior to such timeclaim.

Survival of Representations, Warranties and Covenants. (a) The Except as otherwise provided in this Section 8.3, all representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreementsherein, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) right to assert claims hereunder in respect thereof, shall survive the Closing for a period (and the delivery of 15 months after any other Transaction Agreement) and shall expire on the 18-month anniversary of the Closing Date; provided. (b) Notwithstanding Section 8.3(a) above, however, that the representations and warranties contained made in Section 3.1 Sections 4.1 (Organization and QualificationOrganization), Section 3.2 4.2 (Authority; Enforceability), Section 3.3(a)(i) 4.3 (No ConflictCapitalization and Subsidiaries), Section 3.4(a4.8(c) (Title to Assets), Section 3.21 4.10 (Tax Matters), 4.11 (Applicable Laws and Permits), 4.14 (Environmental Matters), 4.16 (Employee Benefit Plans), 4.18 (Brokers), 5.1 (Organization) and Section 3.22 5.2 (SolvencyAuthority; Enforceability), and 5.4 (Brokers) (collectively, the “Fundamental Representations”) ), and claims for Fraud, and the right to assert claims hereunder in respect thereof, shall survive the Closing until (and the later delivery of any other Transaction Agreement) and shall survive for the longest period allowed by Applicable Law. (Ac) Notwithstanding anything to the five-year anniversary contrary herein, the survival period in respect of any alleged or actual breach of a 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 by the Closing Date giving of notice in accordance with Section 9.1 and (B) 60 days past the this Article VIII before expiration of such survival period, but not resolved and shall not expire unless otherwise specifically provided prior to its expiration. Liability for any such item shall continue until such claim shall have been finally settled, decided or adjudicated, and the parties waive any defense based on any statute of limitations applicable to matters covered thereby (after giving effect or repose with respect to any waiver such matter. Under no circumstances shall the fact that Losses are still being or extension thereof granted by may in the applicable party future be incurred be a basis for postponing or the pendency delaying satisfaction of any legal dispute resolution process)Indemnitee’s right to be indemnified in respect of indemnifiable Losses that have already been incurred. (bd) The covenants and Notwithstanding anything herein to the contrary, all covenants, agreements of Seller and Buyer or obligations contained in this Agreement and 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 delivery of any other Transaction Agreement) in accordance with their respective termsterms and conditions, or if not so stated, indefinitely. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer contained each Party set forth in this Agreement, Agreement are made as of the Bxxx of Sale and Assignment and Assumption AgreementsEffective Date, and each Party shall be deemed to have remade all of its respective representations and warranties as of the Intellectual Initial Closing Date. No representations or warranties shall be deemed to be merged into or waived by the Parties’ instruments or deliveries at the Initial Closing. (b) Except for the Statute Representations and the Property Assignments (Level Representations, all of the “Indemnification Ancillary Agreements” ) representations and warranties of Welltower set forth in this Agreement shall survive the Initial Closing for a period of 15 until the date that is six (6) months after the Initial Closing Date; provided, however, 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”) Statute Representations shall survive the Initial 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 the Liability or extension thereof granted by the applicable party Loss incurred or the pendency suffered in respect of a breach of any legal dispute resolution process)such Statute Representation; provided, further, that the Property Level Representations shall survive the Initial Closing until the date that is nine (9) months after the Initial Closing Date. (bc) The Except for the representations and warranties of Investor contained in Section 3.02(a)(i) and Section 3.02(b)(i) which shall survive the Initial Closing until the expiration of the statute of limitations applicable to the Liability or Loss incurred or suffered in respect of a breach of any such representation, all of the representations and warranties of Investor set forth in this Agreement shall survive until the date that is six (6) months after the Initial Closing Date. (d) None of the covenants and or other agreements of Seller and Buyer contained in this Agreement and will survive the Indemnification Ancillary Agreements that Initial Closing other than those which by their terms contemplate performance prior after the Initial Closing(including without limitation all obligations pertaining to the Closing shall Subsequent Closings), and each such surviving covenant and agreement will survive the Initial Closing for a the 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 contemplated by their its 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 ofor, and the parties expressly waiveif no such period is contemplated, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim covenant and agreement is fully and finally resolved, and no Person performed. Welltower’s indemnity obligations under 7.02(a)(ii) shall assert that any shorter survive until the expiration of the statute of limitations period applies for third party claims under the applicable Environmental Law. (e) Notwithstanding the foregoing, the indemnification obligations under this Article VII with respect to Losses arising prior to the applicable survival termination date set forth above in this Section 7.01 shall not terminate if an indemnification claim with respect to such Losses is made by the Indemnified Party in accordance with this Agreement prior to such timeapplicable survival termination date, and any such claim that has been asserted in accordance with this Article VII and that is pending on the such applicable survival termination date may continue to be asserted until fully and finally resolved.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller and Buyer each party contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing Closing, for a period of 15 ending fifteen (15) months after from the Closing Date; provided, however, that except that: (a) the representations and warranties contained set forth in Section Sections 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (AuthorityCharter Documents and Bylaws), Section 3.3(a)(i) 3.3 (No ConflictCapitalization), Section 3.4(a3.4 (Authority Relative to this Agreement), 3.19 (State Takeover Laws), 4.1 (Authority Relative to This Agreement) 4.3 (Title to AssetsSecurities), Section 3.21 5.1 (BrokersOrganization and Qualification; Subsidiaries), 5.2 (Charter Documents and Section 3.22 Bylaws) and 5.3 (Solvency) (collectively, the “Fundamental Representations”Authority Relative to this Agreement) shall survive the Closing until the later of without limitation; (Ab) the five-year representations and warranties set forth in Section 3.10 (Environmental Matters) shall survive for a period ending on the fourth anniversary of the Closing Date and Date; (Bc) 60 days past if, prior to the expiration of the statute applicable survival period set forth in this Section 9.1, an Indemnified Party notifies the Indemnifying Party in writing of limitations applicable to matters covered thereby (after giving effect a claim for the breach of a representation and warranty and the facts constituting the basis for such claim in reasonable detail, then the representation and warranty on which the claim is based shall survive beyond such period with respect to any waiver inaccuracy therein or extension breach thereof granted by that is the applicable party or basis for such claim, but only to the pendency extent that and for the time period necessary to resolve any claim for indemnification arising from the asserted breach of any legal dispute resolution process).the representation and warranty; and 57 (bd) The covenants the survival of the representations and agreements of Seller and Buyer contained warranties set forth in this Agreement and the Indemnification Ancillary Agreements that Section 3.12 shall be governed by their terms contemplate performance prior to the Closing shall survive the Closing for a period of 12 months after the Closing Date6.12(i). 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 herein shall survive 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 without limitation as to time unless the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth specifies a term, in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration which case such covenant or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice agreement shall survive the expiration or termination of the applicable survival period until for such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timespecified term.

Survival of Representations, Warranties and Covenants. (a) The representations Each and warranties of Seller and Buyer every covenant contained in this AgreementAgreement (other than the covenants which by their terms are to be performed by any of the Parties following Closing (collectively, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” Surviving Covenants”) shall expire with the consummation of the sale of the Shares and shall not survive the Closing; and none of the Sellers, the Company or the Buyer shall have any Liability whatsoever with respect to any such covenant thereafter. The Surviving Covenants will survive the Closing for a period Date until, and will expire when, in each case, the applicable statute of 15 months after limitations has expired or until the Closing Date; providedapplicable Surviving Covenant expires in accordance with the terms of this Agreement. With the exception of (i) the Surviving Seller Representations set forth in Section 3.9 (Tax Matters), howeverwhich shall survive until the expiration of the applicable statute of limitations with respect to any claim, that and (ii) the representations and warranties contained Surviving Seller Representations set forth in Section 3.1 (Organization and Qualificationof the Company), Section 3.2 (AuthorityAuthorization), Section 3.3(a)(i3.3(a) (No ConflictCapitalization; Subsidiaries), Sections 3.20 and 4.6 (Brokers’ Fees), Section 3.4(a) 4.1 (Title to AssetsOrganization), Section 3.21 4.2 (BrokersAuthorization), and Section 3.22 4.3 (SolvencyTitle to Shares), which shall survive indefinitely (clauses (i) and (ii) collectively, the “Fundamental Representations”) shall survive ), the Closing until the later of (A) the five-year anniversary representations and warranties 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 Company or 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 Buyer contained in this Agreement or in any agreement or document executed and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing delivered pursuant hereto shall survive the Closing for a period of 12 eighteen months after from the Closing Date. The covenants and agreements of Seller and Surviving Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part after the Closing Representations shall survive until performed in accordance with their respective terms. (c) indefinitely. The survival periods set forth in Sections 8.1(a) obligations of each Party to indemnify and (b) are in lieu of, defend the other Parties and other Persons pursuant to this Article VIII shall terminate upon the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods as set forth in Sections 8.1(a) and (b)above; provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice extent any claims for indemnification in respect of a claim containing breach of any such representation or warranty is made on or before the Claim Information in accordance with Section 8.4(a)date on which such representation or warranty expires, then the claim asserted in such notice representation or warranty shall survive until the expiration or termination resolution of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeclaim.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller and Buyer contained in this Agreementthe Company, the Bxxx Signing Stockholders, Purchaser and Merger Sub made herein, in any Letter of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Transmittal or Option Surrender/Exercise Form or in any Schedule delivered pursuant hereto shall survive the Closing and shall remain in effect for a period of 15 six (6) months after the Closing DateDate and shall thereupon terminate and be of no further force and effect; provided, however, that the representations and warranties contained in under the first three sentences of Section 3.1 3.2 (Organization and QualificationCapital Structure of the Company), Section 3.2 3.3 (Options), Section 4.1 (Power and Authority), Section 3.3(a)(i) 4.2 (No ConflictDue Execution; Authorization), Section 3.4(a4.3 (Ownership of Shares) (Title and the representations and warranties as to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) title to shares contained in the Letters of Transmittal (collectively, the “Fundamental Representations”) shall survive for the applicable statute of limitations with respect to the rights of third party claimants, plus ninety (90) days; and provided, further, that this Section 10.1 shall not prohibit any claim for Indemnified Losses pursuant to Section 10.2 after such applicable survival period with respect to Indemnified Losses as to which the Indemnifying Party has received notice in accordance with this Article 10 prior to the expiration of such survival period. Other than for longer periods provided in the first sentence of this Section 10.1 with respect to Fundamental Representations, no claim for a breach of any covenant or agreement of the Company, the Signing Stockholders, Purchaser or Merger Sub contained in this Agreement that by its nature is required to be performed at or prior to the Closing until may be brought after the later of date that is six (A6) the five-year anniversary of months following the Closing Date and (B) 60 days past the expiration unless notice of the statute of limitations applicable to matters covered thereby (after giving effect to any waiver or extension thereof granted such claim is provided by the applicable party that will be bringing such a claim to the party against whom such a claim will be brought prior to or on the pendency of any legal dispute resolution process). date that is six (b6) The months following the Closing Date. All covenants and agreements of Seller the Company, the Signing Stockholders, Purchaser and Buyer Merger Sub contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior nature are required to be performed after 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The Notwithstanding any right of PRI to investigate the business and condition of Kali, PRI shall be entitled to rely upon the representations, xarranties, covenants and agreements of Kali and the Kali Shareholders. All representations and warranties of Seller and Buyer contained in this AgreementAgreement (including the Schedules hereto) and in all certificates (including the Estimated Closing Certificate) required hereby to be delivered shall be deemed to be representations and warranties hereunder and shall survive the Closing (or, if no Closing, the Bxxx Effective Date) for a period ending nineteen (19) months from the Closing Date, except that the representations and warranties contained in (i) Sections 3.13 (Tax Matters) and Section 4.7 (Eligible S Corporation Shareholder) hereof shall survive until thirty (30) days after expiration of Sale the applicable statute of limitations, (ii) Section 3.14 (Environmental Matters) hereof shall survive until thirty (30) months from the Closing Date and Assignment (iii) Sections 3.3 (Capitalization; Options; Shareholder Rights), 4.1 (Authority to Execute and Assumption Perform Agreements; Enforceability) and 4.2 (Title to Kali Shares) hereof shall survive the Closing indefinitely. As of the respective expiration dates applicable thereto set forth above, such representations and warranties shall expire and be of no further force and effect, except that any representation or warranty that is the Intellectual Property Assignments (subject of a claim or dispute that was properly asserted in writing in accordance with this Section 11 prior to the “Indemnification Ancillary Agreements” ) applicable expiration date provided above shall survive with respect to such claim or dispute until the final resolution thereof. The covenants and agreements made by the Parties in this Agreement shall survive the Closing Date, without limitation, unless otherwise provided in such covenant or agreement; PROVIDED, HOWEVER, that the covenants and agreements contained in Section 6.1 hereof shall survive the Closing for a period of 15 ending nineteen (19) 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 from 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 set forth in Sections 6.2, 6.8, 6.14, 6.15, 6.17 and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing 6.18 hereof shall survive the Closing for a period of 12 months after terminate on 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 Any limitation or in part after the Closing shall survive until performed in accordance with their respective terms. (c) The survival periods qualification set forth in Sections 8.1(a) any one representation and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth warranty contained in Sections 8.1(a) 3, 4 and (b); provided that if, at 5 hereof shall not limit or qualify any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted other representation and warranty contained in such notice Sections. Each representation and warranty included in Sections 3, 4 and 5 is independent and shall survive the expiration be interpreted without regard to any other representation or termination of the applicable survival period until such time as such claim is fully warranty contained in Sections 3, 4 and finally resolved, and no Person shall assert that 5 (including any shorter statute of limitations period applies prior to such timemore inclusive representation or warranty).

Survival of Representations, Warranties and Covenants. (a) The representations representations, warranties and warranties of Seller and Buyer covenants contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing for a period as follows: (a) all covenants contained in ARTICLE VI of 15 months after this Agreement shall survive the Closing Date; provided, however, that until fully performed; (b) the representations and warranties contained in Section 3.1 3.02 (Organization Power and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) 3.03 (No ConflictEnforceability), Section 3.4(a) 3.05 (Title to AssetsNo Brokers), Section 3.21 3.07 (BrokersInvestment Representations), the first two sentences of Section 4.01 (Corporate Status), Section 4.02 (Power and Authority), Section 4.03 (Enforceability), Section 4.04 (Capitalization; Stock Ownership), Section 4.05 (Subsidiaries) and Section 3.22 4.24 (SolvencyNo Brokers) (collectively, the “Fundamental Representations”) shall survive the Closing until the later of indefinitely; (Ac) the five-year anniversary of representations and warranties in Section 4.11(a)(i) (Title to Property) as they relate to the Closing Date and Paper Machines shall survive for three (B3) 60 days past the expiration of the statute of limitations applicable to matters covered thereby (years after giving effect to any waiver or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process).Closing; and (bd) The covenants all other representations and agreements of Seller and Buyer warranties contained in this Agreement shall terminate and be of no further force and effect on the Indemnification Ancillary Agreements date that by their terms contemplate performance prior to the Closing shall survive the Closing for a period of 12 is twenty-four (24) 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim may be made for indemnification hereunder for breach of any representationrepresentations, warranty, covenant warranties or agreement may be brought covenants after the expiration of the survival period applicable survival to such representation, warranty or covenant set forth above; provided, that if Buyer or the Representative, as applicable, delivers written notice to the other Party of an indemnification claim for a breach of the representations, warranties and covenants (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification and an estimate and calculation of the amount of Losses resulting therefrom, if calculable) within the applicable time periods set forth in Sections 8.1(a) and (b); provided that ifabove, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a such claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration until resolved or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timejudicially determined.

Survival of Representations, Warranties and Covenants. (a) All of the covenants and agreements of the parties contained in or made pursuant to this Agreement shall survive (and not be affected in any respect by) the consummation of the Closing and any investigation conducted by any party hereto and any information which any party may receive or knowledge they may have. (b) The representations and warranties of Seller and Buyer the Company contained in or made pursuant to this Agreement, Agreement and the Bxxx indemnity obligations for the inaccuracy or breach of Sale such representations and Assignment and Assumption Agreementswarranties contained in Section 7.2(a) hereof shall terminate on, and no claim or Action with respect thereto may be brought, after the Intellectual Property Assignments twelve (the “Indemnification Ancillary Agreements” 12) shall survive the Closing for a period month anniversary of 15 months after the Closing Date; provided, however, that for purposes of claims by Acquiror Indemnified Parties under the Consent and Indemnity Agreement, (i) the representations and warranties contained in Sections 3.1(a)(i) (Organization and Qualification), 3.2 (Authority) and 3.4 (Capitalization) hereof and Section 2.3 (Title) of the Consent and Indemnity Agreement and the indemnity obligations for the inaccuracy or breach of such representations and warranties contained in Section 7.2(a) shall survive indefinitely and (ii) the representations and warranties contained in Section 3.1 3.15 (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”Taxes) 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 applicable 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 Buyer contained in this Agreement and 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 termslimitation expires. (c) The survival periods representations and warranties of Acquiror and Sub contained in or made pursuant to Article IV hereof and the indemnity obligations for the inaccuracy or breach of such representations and warranties contained in Section 7.3 shall terminate on, and no claim or Action with respect thereto may be brought, after the twelve (12) month anniversary of the Closing Date; provided, however, that for purposes of claims by Stockholder Indemnified Parties, (i) the representations and warranties set forth in Sections 8.1(a) 4.1, and 4.3 shall survive indefinitely and (bii) are the representations and warranties contained in lieu of, Section 4.10 and the parties expressly waive, any otherwise covenants and agreements contained in Section 5.18 shall survive until the applicable statute of limitationslimitation expires. (d) The representations and warranties 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 (as well as the indemnity obligations set forth in Sections 7.2 and 7.3 hereof), shall not terminate with respect to (and to the extent of) any actual claim, whether arising at law or not fixed as to liability or liquidated as to amount, with respect to which the Indemnifying Party (or, if the Indemnified Party is Acquiror Indemnified Party, the Stockholder Representative) has been given written notice from the Indemnified Party describing in equity. No reasonable detail the facts upon which the claim for breach indemnification is based, including the identity of any representationthe Person making the claim, warranty, covenant or agreement may be brought after prior to the expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations representations, warranties and warranties pre-closing covenants of Seller and Buyer contained the parties made herein or in any other document or agreement delivered pursuant to this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing and remain in full force and effect for a period of 15 fifteen (15) months after the Closing Date, notwithstanding any investigation of any time made by or on behalf of Purchaser; provided, however, that (a) the representations and warranties of Parent and Seller contained in Sections 5.1 (Organization and Good Standing; Authorization), 5.2 (Authorization of Agreement), 5.4 (Ownership and Transfer of Shares), 6.1 (Organization and Good Standing), 6.3 (Capitalization), 6.18 (Financial Advisors), 7.1 (Organization and Good Standing), 7.2 (Authorization of Agreement) and 7.6 (Financial Advisors) shall survive indefinitely, (b) the representations and warranties of Parent and Seller contained in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i6.8(a) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”Taxes) shall survive the Closing until the later of (A) the five-year anniversary of terminate on the Closing Date and the representations and warranties in Section 6.8(b) (BTaxes) 60 shall survive and remain in effect until ninety (90) days past after the expiration of the applicable statute of limitations applicable to matters covered thereby or statutory Tax assessment period (after giving effect to any waiver including all periods of extension, whether automatic or extension thereof granted by permissive), and (c) the applicable party or the pendency of any legal dispute resolution process). representations and warranties specified in Section 6.17 (bEnvironmental Matters) The covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing and remain in full force and effect for a period of 12 thirty (30) months after the Closing Date. The covenants Date (the applicable period, the “Survival Period”), and agreements there shall be no liability in respect thereof to any party hereto or their Affiliates in respect thereof after the expiration of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole Survival Period, whether such liability has accrued prior to or in part after the Closing Date except as to any matters with respect to which a bona fide written claim shall have been made within the Survival Period, in which event survival shall continue (but only with respect to, and to the extent of, such claim) until such claim shall have been finally resolved. All covenants and agreements, which, by their terms, contemplate performance after the Closing Date, 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller each the Company and the Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption AgreementsCompany Disclosure Letter, the Buyer Disclosure Letter and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” certificates delivered pursuant to Sections 5.2(a) and 5.3(a) shall survive terminate at 5:00 p.m., New York, New York local time, on the Closing for a period of 15 date that is 18 months after following the Closing Date; provided, however, that the representations and warranties contained set forth in Section 3.1 3.1(k) (Organization and QualificationBenefit Plans), Section 3.2 (Authority), Section 3.3(a)(i3.1(l) (No Conflict), Compliance with Applicable Law) and Section 3.4(a3.1(n) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”Environmental Matters) shall survive terminate on the Closing until the later of (A) the five-year fifth anniversary of the Closing Date Date; provided further, however, that the representations and warranties set forth in Section 3.1(r) (BDM Entity Taxes) 60 and Section 3.1(s) (Company Taxes Related to the Business) shall terminate 30 days past after the expiration of the applicable 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 Buyer contained in this Agreement and 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 Datelimitations. The covenants and agreements of Seller the Company, the Buyer and Buyer contained Acquisition Sub set forth in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part are to be performed after the Closing shall survive until performed fully discharged (all of the foregoing in accordance this Section 7.5(a), collectively, the “Survival Period”) it being understood that the Company’s covenants and agreements regarding the Company Retained Environmental Liabilities (including with their respective terms. (crespect to Section 7.5(b)(iii)) shall survive indefinitely. The survival periods set forth in Sections 8.1(a) obligations to indemnify and (b) are in lieu of, and the parties expressly waive, hold harmless any otherwise applicable statute of limitations, whether arising at law Buyer Indemnified Party or in equity. No claim for Seller Indemnified Party under this Section 7.5 with respect to a misrepresentation or breach of any representation, warranty, covenant or agreement may be brought after shall terminate when the applicable Survival Period terminates; provided, however, that such indemnification rights shall not terminate with respect to any item as to which any Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall have, before the expiration of the applicable survival periods set forth Survival Period, previously made a claim by delivering a notice (stating in Sections 8.1(areasonable detail the basis of such claim) and (b); provided that if, at any time prior to the expiration Company or termination of the applicable survival periodBuyer, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a)as applicable; provided, then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as further, that any such claim is fully which solely involves the parties hereto shall be deemed to have been withdrawn and finally resolvedwaived one year after being made, and no Person unless (i) court proceedings shall assert that any shorter statute of limitations period applies prior have been commenced with respect to such timeclaim within such 1-year period or (ii) such claim shall have been waived or satisfied within such 1-year period.

Survival of Representations, Warranties and Covenants. (a) The Notwithstanding anything to the contrary contained in this Agreement, (1) the representations and warranties of Seller set forth in Section 8.1 and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption AgreementsSeller’s liability under Section 8.1, and (2) the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” covenants in Section 3.2(b) shall and Seller’s liability under Section 3.2(b), will survive the Closing for a period of 15 months after the Closing Date; providedsix (6) months. Purchaser will not have any right to bring any action against Seller as a result of (i) any untruth, however, that the inaccuracy or breach of such representations and warranties contained in under Section 3.1 8.1, or (Organization and Qualificationii) the failure of Seller to perform its obligations under Section 3.2(b), Section 3.2 (Authority)y) unless and until the aggregate amount of all liability and losses arising out of all such untruths, Section 3.3(a)(i) (No Conflict)inaccuracies, Section 3.4(a) (Title to Assets), Section 3.21 (Brokers)breaches and failures exceeds $50,000, and Section 3.22 (Solvency) (collectively, then only to the “Fundamental Representations”) shall survive the Closing until the later extent of (A) the five-year anniversary of the Closing Date such excess and (Bz) 60 days past unless written notice containing a specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said six (6) month period and an action shall have been commenced by Purchaser against Seller within one (1) year after Closing. In addition, in no event will Seller’s liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 3.2(b) and 8.1 (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in 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)aggregate, $300,000. (b) The Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance herein if, prior to the Closing shall survive the Closing for Closing, Purchaser has actual knowledge of any breach of a period of 12 months after the Closing Date. The covenants and agreements 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 due diligence tests, investigations and Buyer contained in 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 herein, and Purchaser nevertheless consummates the transaction contemplated by 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 termsAgreement. (c) The survival periods set forth Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in Sections 8.1(a) this Agreement. All other representations, warranties, covenants and (b) are in lieu ofagreements made or undertaken by Seller under this Agreement, and unless otherwise specifically provided herein, will not survive the parties expressly waive, any otherwise applicable statute of limitations, whether arising Closing Date but will be merged into the Closing documents delivered at law or in equitythe Closing. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or The Termination Surviving Obligations shall survive termination of the applicable survival period, this Agreement without limitation unless a party delivers a written notice of a claim containing the Claim Information specified period is otherwise provided in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timethis Agreement.

Survival of Representations, Warranties and Covenants. Limitation of --------------------------------------------------------------------- Liability. --------- (a) The representations representations, warranties, and warranties covenants of Seller the Company and Buyer the Principals contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that the three years. The representations and warranties of Parent and Merger Sub 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)this Agreement shall terminate at the Effective Time, and Section 3.22 (Solvency) (collectively, only the “Fundamental Representations”) covenants of Parent and Merger Sub that by their terms survive the Effective Time 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)Effective Time. (b) The aggregate liability of the Principals for any failure, breach, default, inaccuracy, or lack of performance on the part of the Company or any Principal of any of its representations, warranties, agreements, or covenants and agreements of Seller and Buyer contained in this Agreement and (except for any liability arising from any willful or intentional acts or omissions) shall not exceed (i) for any liability identified to a Principal by Parent during the Indemnification Ancillary Agreements that by their terms contemplate performance prior to period from the Closing shall survive the Closing for a period date of 12 months after the Closing Date. The covenants and agreements of Seller and Buyer contained in this Agreement and until the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part after second anniversary of the Closing shall survive until performed in accordance with their respective terms. date of this Agreement, the total of (cA) The survival periods set forth in Sections 8.1(aFour Million Three Hundred Thousand Dollars ($4,300,000) and (bB) are in lieu of, the 1,000,000 shares of Parent Common Stock issuable to the Principals pursuant to Section 1.6 above and (ii) for any liability identified to a Principal by Parent during the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration period from the second anniversary of the applicable survival periods set forth in Sections 8.1(adate of this Agreement until the third anniversary of the date of this Agreement, the total of (A) Two Million Dollars ($2,000,000) and (b); provided that if, at any time prior B) the 1,000,000 shares of Parent Common Stock issuable to the expiration or termination Principals pursuant to Section 1.6 above minus (C) any amounts paid pursuant to Section 7.1(b)(i) above. If the shares of Parent Common Stock are still held by a Principal at the time such Principal becomes obligated to Parent, the shares will be surrendered to Parent to satisfy obligations of the applicable survival periodPrincipal using a value of $4.00 per share. If the shares of Parent Common Stock have been sold by the Principal, a party delivers a written notice such shares will still be valued at $4.00 per share for purposes of a claim containing calculating the Claim Information in accordance with Section 8.4(a), then number of shares necessary to cover the claim asserted in such notice obligations but the actual funds paid to Parent shall survive be the expiration or termination gross sale price of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timethose shares.

Survival of Representations, Warranties and Covenants. Each representation, warranty, covenant and obligation contained herein and any certificate related to any such representation, warranty, covenant or obligation will survive the Closing and continue in full force and effect for eighteen (a18) The months after the Closing Date except the representations and warranties of Seller and Buyer contained in this Agreement(i) Section 4.1, the Bxxx of Sale Section 4.2.1, Section 4.2.2, Section 4.3.1, Section 5.1.1 and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Section 5.3.1 shall survive the Closing for a period of 15 months after the Closing Date; providedindefinitely, however, that (ii) Section 4.13 (other than the representations and warranties contained in Section 3.1 (Organization and Qualification)4.13.4, Section 3.2 4.13.6 and Section 4.13.7) shall survive the Closing and continue in full force and effect for eighteen (Authority)18) months after the Closing Date, and (iii) Section 4.13.4, Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), 4.13.6 and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”) 4.13.7 shall survive the Closing until the later expiration of the fifth (A5th) the five-year anniversary of the Closing Date and (B) 60 days past as applicable, the expiration of the statute of limitations applicable to matters covered thereby (after giving effect to “Survival Expiration Date”); provided, however, that 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 Buyer covenant contained in this Agreement and the Indemnification Ancillary Agreements that that, by their terms contemplate its terms, provides for performance prior to following 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 Date shall survive until performed such covenant is performed; provided, further, however, that the indemnification obligations contained in accordance with their respective terms. (c) The survival periods set forth in Sections 8.1(aSection 9.2.1(ii) and (bSection 9.2.2(ii) are in lieu ofshall surviving the Closing indefinitely; provided, and the parties expressly waivefurther, any otherwise applicable statute of limitationshowever, whether arising at law or in equity. No no claim for indemnification for breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement (other than any covenant that provides for performance following the Closing) may be brought after expiration of asserted pursuant to this Agreement unless, at or before midnight on the applicable survival periods set forth in Sections 8.1(a) and (b); provided that ifSurvival Expiration Date, at any time prior to the expiration or termination of the applicable survival period, a party Indemnified Party delivers a written notice of a claim containing to the Claim Information Indemnitor setting forth, in reasonable detail, the nature and basis of the claim and (to the extent known at such time) an estimate of the amount of Damages reasonably expected to arise in connection with such claim (it being understood that in no event shall such estimate limit any claim for Damages hereunder); provided, further, however, that the obligation to indemnify shall continue following the applicable Survival Expiration Date with respect to any claim for indemnification as to which notice was provided in accordance with this Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies 9.1 prior to such timeapplicable Survival Expiration Date hereunder.

Survival of Representations, Warranties and Covenants. (a) The representations representations, warranties, covenants and warranties agreements of Seller and Buyer the Parties hereto contained in this Agreement, Agreement at the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Closing shall survive the Closing for a period of 15 twelve (12) months after the Closing DateClosing; providedprovided that, howevernotwithstanding anything to the contrary contained herein, that (A)(i) the representations and warranties contained set forth in Section 2.1 (Organization and Qualification), Section 2.2 (Authority), Section 2.5 (Company Capitalization; Right and Title to Shares); (ii) Section 3.1 (Organization and Qualification), Section 3.2 (Authority) and Section 3.5 (Capitalization), Section 3.3(a)(i(the items in clauses (i) and (No Conflictii), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”); and (iii) the representations and warranties of Purchaser set forth in Section 4.1 (Organization and Qualification) and Section 4.2 (Authority), shall survive the Closing for five (5) years; (B) the covenants and agreements in this Agreement under which performance extends beyond the Closing Date shall survive until the date that is ninety (90) days after the last day a Party is required to take action or refrain from taking action in accordance therewith; and (C) the interim covenants contained in Section 5.1(a) shall survive until the date that is ninety (90) days after the Closing. Notwithstanding anything to the contrary contained herein, representations and warranties set forth in Section 3.9 (Tax Matters) and the covenants and agreements set forth in Section 5.13 (Tax Matters) (collectively, such representations and covenants, together with the agreements and covenants set forth in Section 1.8(b) (Withholding Rights), the “Tax Reps and Covenants”) shall survive the Closing until the later of sixty (A60) the five-year anniversary of the Closing Date and (B) 60 days past following 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 Buyer contained in this Agreement and 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 otherwise applicable statute of limitations. Notwithstanding the foregoing, whether arising at law or in equity. No 60 any claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of made within the applicable survival periods time period set forth in Sections 8.1(athe foregoing sentences with reasonable specificity by the Party seeking to be indemnified (or if reasonable specificity is not possible, setting forth information known at such time with respect to such claim) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person . The Parties expressly agree that the provisions of this Section 8.1 shall assert that any shorter operate as a contractual statute of limitations period applies prior to such timelimitations.

Survival of Representations, Warranties and Covenants. (a) The Parties, intending to contractually agree on the applicable statute of limitations, agree that all representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, (other than Fundamental Representations and the Intellectual Property Assignments representation and warranties set forth in Section 3.19 (the “Indemnification Ancillary Agreements” Environmental Liabilities)) shall survive the Closing for a period of 15 until the date that is eighteen (18) months after the Closing Date; provided, howeverand all liabilities of the Sellers in connection with their respective representations and warranties (other than Fundamental Representations and the representation and warranties set forth in Section 3.19 (Environmental Liabilities)) and all remedies exercisable by Buyer with respect to such representations and warranties, together with all liabilities of Buyer in connection with its representations and warranties (other than Fundamental Representations and the representation and warranties set forth in Section 3.19 (Environmental Liabilities)) and all remedies exercisable by the Sellers with respect to such representations and warranties, will terminate eighteen (18) months after the Closing Date. The Parties, intending to contractually agree on the applicable statute of limitations, agree that the representations and warranties contained in Section 3.1 (Due Organization and QualificationGood Standing), Section 3.2 (AuthorityAuthorization of Transactions), Section 3.3(a)(i) 3.3 (No ConflictConveyed Entities; Capital Structure; Subsidiaries), Section 3.4(a) 3.12 (Title to AssetsTaxes), Section 3.21 3.26 (Seller Brokers’ Fees), Section 4.1 (Due Organization and Good Standing), Section 4.2 (Authorization of Transactions) and Section 3.22 4.9 (SolvencyBuyer Brokers’ Fees) (collectively, the “Fundamental Representations”) shall survive the Closing until the later of thirty (A30) the five-year anniversary of the Closing Date and (B) 60 days past after the expiration of the statute of limitations applicable to the matters covered thereby (after giving effect to any waiver or extension thereof granted by which the applicable party or Fundamental Representation relates. The Parties, intending to contractually agree on the pendency applicable statute of any legal dispute resolution process). limitations, agree that the representations and warranties in Section 3.19 (bEnvironmental Liabilities) The covenants and agreements of Seller and Buyer contained in this Agreement and 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 until the date that is four (4) years from the Closing Date. The covenants and agreements of Seller and Buyer the Parties contained in this Agreement (i) that are performed at or prior to Closing shall survive the Closing through and until the Indemnification Ancillary Agreements date that by their terms contemplate performance in whole or in part is eighteen (18) months after the Closing Date and (ii) that are required to be performed after the Closing shall continue in full force and effect and survive until performed in accordance with their respective terms. (c) The survival periods set forth . Notwithstanding anything in Sections 8.1(a) and (b) are in lieu ofthis Agreement to the contrary, and the parties expressly waive, any no action for indemnification or otherwise applicable statute of limitations, whether arising at law or in equity. No claim for with respect to breach of any representation, warranty, warranty or covenant or agreement under this Agreement may be brought after brought, and no litigation with respect thereto commenced, and the Party making such representation, warranty or covenant shall have no obligation with respect thereto, unless written notice thereof shall have been delivered to the Party against whom a claim is sought to be made on or before the expiration of the applicable survival periods set forth period with respect to that representation, warranty or covenant, if any, specified above, in Sections 8.1(a) which case the representations and (b); provided warranties covenants, as applicable, that if, at any time prior to are the expiration or termination subject of the applicable survival period, a party delivers a written notice of a each such claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully resolved. Notwithstanding anything in this Agreement to the contrary, in the event of any breach or alleged breach of any representation, warranty or covenant (a) by any Seller that results from fraud of a Seller or (b) by Buyer that results from fraud of Buyer, then, in each case, such representation, warranty or covenant shall survive the Closing and finally resolved, shall continue in full force and no Person shall assert that effect without any shorter statute of limitations period applies prior time limitation with respect to such timebreach or alleged breach. Notwithstanding anything herein to the contrary, nothing in this Agreement shall operate to limit the liability of the Sellers or Buyer for fraud.

Survival of Representations, Warranties and Covenants. (a) The Absent fraud, the representations and warranties of Seller the Company, the Acquiror and Buyer Merger Sub contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments Agreement (the “Indemnification Ancillary Agreements” or any certificate delivered herewith) shall survive the Closing for a period of 15 months after the Closing Date; provideduntil December 17, however, 2015 except that (i) the representations and warranties contained set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) 3.4 (No ConflictCapitalization), Section 3.4(a) (Title to Assets), Section 3.21 3.18 (Brokers), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 3.22 4.6 (SolvencyBrokers) (collectively, the “Fundamental Representations”) shall survive the Closing until the later of indefinitely, and (Aii) the five-year anniversary of the Closing Date representations and warranties set forth in Section 3.15 (BTaxes) 60 shall survive until 30 days past following the expiration of the applicable statute of limitations applicable to matters covered thereby (after giving effect to any waiver for such underlying claims; provided, however, that the covenants and agreements of the parties shall survive until the date such covenant or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process)agreement is fully performed. (b) The covenants and agreements of Seller and Buyer contained in this Agreement and 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 (bSection 7.1(a) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity, including in accordance with the provisions of Section 8106 of the DGCL. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closing. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (bSection 7.1(a); provided , provided, however, that ifthe expiration of any such representation, at warranty, covenant or agreement for indemnification shall not affect the rights of any time party in respect of any such indemnity claim therefor as to which notice thereof has been duly given pursuant to this Article VII prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeprovided in this Section 7.1.

Survival of Representations, Warranties and Covenants. (a) The representations respective representations, warranties and warranties covenants of Seller each of the parties to this Agreement shall be deemed to be material and Buyer contained in this Agreement, to have been relied upon by the Bxxx of Sale and Assignment and Assumption Agreementsparties hereto, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for and the consummation of the transactions contemplated hereby, regardless of any investigation made by or on behalf of, or disclosure to, any party to whom such representations, warranties or covenants have been made. (b) No party or other Person entitled to indemnification under this Article VIII shall commence any suit or proceeding alleging an Indemnity Claim due to a period breach of 15 months any representation or warranty in Article IV or V of this Agreement after the eighteen (18) month anniversary of the Closing (the eighteen (18) month anniversary of the Closing Date being called the “Cut-Off Date; provided”). Notwithstanding the foregoing, howeverthe prohibition contained in the first sentence of this Section 8.1(b) shall not apply to: (i) any Indemnity Claim relating to Sections 4.1, 4.2, 4.10 (but only the first sentence thereof), 4.20(b) (but only the first sentence thereof), 5.1 or 5.2, it being agreed 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”) of those Sections shall survive the Closing continue until the later of eighty-four (A84) the five-year month anniversary of the Closing Date (regardless of whether the facts giving rise to such Claim are also the subject of any expired representation and warranty); (Bii) 60 days past any Indemnity Claim relating to Section 4.9, it being agreed that the representations and warranties of that Section shall continue until the 60th day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to matters covered thereby the statute, regulation or other authority which gave rise to such Indemnity Claim; (after giving effect iii) any Indemnity Claim relating to Section 4.20(b) (but only the second sentence thereof), it being agreed that the representations and warranties of that Section shall continue until the thirty (30) month anniversary of the Closing Date; (iv) any waiver Indemnity Claim relating to Sections 4.17 or extension thereof granted by 4.18, it being agreed that the applicable representations and warranties of those Sections shall continue until the twenty-four (24) month anniversary of the Closing Date; and (v) any party or other Person entitled to indemnification under this Article VIII to the pendency extent that such party or Person asserted in writing a specific Indemnity Claim prior to the date by which an Indemnity Claim relating to the representations and warranties in question must be commenced pursuant to this Section 8.1(b), in which event the relevant representations and warranties 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 a non-appealable order by a court of any legal dispute resolution process). (b) The covenants and agreements competent jurisdiction or agreement of Seller and Buyer contained in this Agreement and 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 termsPurchaser). (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The All representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale Agreement and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) any certificate delivered pursuant hereto shall survive the Closing for a period of 15 eighteen (18) months after the Closing DateDate (the “Survival Period”), and shall thereafter expire; provided, however, that the Survival Period for the following items shall be as follows: (a) the representations and warranties contained set forth in Section 3.1 3.2 (Organization and QualificationAuthority for Agreement), Section 3.2 3.3 (AuthorityNo Violation to Result), Section 3.3(a)(i) 3.4 (No ConflictCapitalization), Section 3.4(a) 3.10 (Title to AssetsTaxes), Section 3.21 3.22 (Brokers), Section 4.1 (Authority for Agreement), Section 4.2 (No Violation to Result), Section 4.3 (Ownership) and Section 3.22 4.4 (SolvencyBrokers) and the indemnity obligations under Section 9.1(f) (collectively, the “Fundamental Representations”Taxes) and Section 9.1(g) (Tax Losses) shall survive until ninety (90) days after expiration of the Closing applicable statute of limitations, including waivers and extensions thereof, (b) the representations and warranties set forth in Section 3.14 (Government Contracts and Bids) shall survive until the later of date three (A3) the five-year anniversary of years from the Closing Date and (Bc) 60 days past claims based on criminal matters, fraud or intentional misrepresentation, which shall survive without limitation. Each covenant and agreement contained in this Agreement shall survive in accordance with its terms. Except as provided herein, no claim for indemnification may be made under this ARTICLE IX after the expiration of the statute of limitations applicable Survival Period. Any representation or warranty with respect to matters covered thereby (after giving effect to any waiver or extension which a claim has been duly made under this ARTICLE IX for breach thereof granted by the applicable party or the pendency of any legal dispute resolution process). (b) The covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive end of 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 applicable Survival Period otherwise applicable to such representation or in part after the Closing warranty 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. 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 and agreements of Docking and the Bank contained in this Agreement or in any certificate delivered pursuant to this Agreement. Subject to Section 5.16 and except as otherwise expressly provided in this Agreement, none of the representations, warranties, covenants or agreements shall survive the Closing, except: (a) The all representations and warranties of Seller Docking or the Bank contained herein (other than any representations and Buyer 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 “Surviving Representations”); (b) the covenants and agreements of Docking or the Bank contained herein (other than any covenants and agreements contained in this AgreementSection 5.16, the Bxxx of Sale and Assignment and Assumption Agreementswhich are subject to Section 5.16, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” covenants and agreements 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 EQBK and Equity Bank set forth in Sections 6.07 and 6.12 shall survive the Closing and shall remain in full force and effect for the period explicitly specified therein; and (d) the covenants and agreements set forth in Article XI shall survive the Closing indefinitely. The Surviving Representations and the Surviving Covenants shall terminate and expire, with respect to any Loss based upon, arising out of, or otherwise to the extent in respect of any 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 15 months after time as the Closing Datecorresponding Surviving Representation or Surviving Covenant; 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 if any such Certification contains an intentional misrepresentation as of the Closing Date and date delivered (B) 60 days past the expiration of the statute of limitations applicable including with respect 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 Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration which is not a Surviving Representation or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(aSurviving Covenant), then the claim asserted in such notice Certification shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeClosing indefinitely.

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the parties made in this Agreement shall survive the Closing and any investigation by the parties with respect thereto, and shall continue in full force and effect thereafter as follows: (a) The representations and warranties of Seller set out in Sections 3.1, 3.5 (first sentence only), 4.1 and Buyer contained in this Agreement10.4, the Bxxx of Sale and Assignment and Assumption Agreements, and 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 extending until the later of (A) the five-year anniversary of the Closing Date and (B) 60 30 days past the following expiration of the statute of limitations applicable pertaining to matters covered thereby written agreements in the State of Texas (after giving effect to including any waiver suspensions, tollings or extension extensions thereof granted by and application of the applicable party or the pendency of any legal dispute resolution processdiscovery rule).; (b) The covenants representations and agreements warranties set forth in Section 3.14, for a period extending until 30 days following expiration of Seller the statute of limitations under applicable federal and Buyer contained state environmental laws (including any suspensions, tollings or extensions thereof and application of the discovery rule); (c) All other representations and warranties made in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing Agreement, for a period of 12 months two (2) years after the Closing Date. The ; and (d) All covenants and agreements of Seller and Buyer contained made 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 Agreement, including without limitation those set forth in Sections 8.1(a) 1.4 and (b) are 1.5, for the period specified in lieu ofthis Agreement, and or if no period is specified, then for a period equal to the parties expressly waive, any otherwise applicable statute of limitationslimitations pertaining to written agreements in the State of Texas (including any suspensions, whether arising at law tollings or in equity. extensions thereof and application of the discovery rule). (e) No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of shall expire as to which a claim has been submitted in writing to the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time party against which recourse is sought hereunder prior to the time called for expiration as provided above. (f) No representation or termination warranty of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice Seller under Article III shall survive the expiration or termination Closing as to which the Seller demonstrates by a preponderance of the applicable survival period until such time evidence was actually known to be materially untrue as such claim is fully and finally resolved, and no Person of the Closing Date by a person identified on Exhibit E. No representation or warranty of Buyer under Article IV shall assert that any shorter statute survive the Closing as to which the Buyer demonstrates by a preponderance of limitations period applies prior the evidence was actually known to such time.be materially untrue as of the Closing Date by a person identified on Exhibit F.

Survival of Representations, Warranties and Covenants. (a) The representations parties hereto hereby agree that the representations, warranties, covenants and warranties of Seller and Buyer agreements contained in this Agreement or in any Transaction Document shall survive the execution and delivery of this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for a period of 15 months after the Closing Datehereunder; provided, however, that any Claims based on a breach of representations and warranties other than those contained in Sections 4.1, 4.2, 4.4, 4.15, 4.16, 4.19, 4.26, 5.1, 5.3, 5.5, 6.1 and 6.2, the first sentence of Section 4.10, and the first sentence of paragraph (a) and the second sentence of paragraph (b) of Section 4.11, shall terminate eighteen (18) months after the Closing Date. The representations and warranties contained in Sections 4.1, 4.2, 4.4, 4.26, 5.1, 5.3, 6.1 and 6.2, the first sentence of 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)4.10, and the first sentence of paragraph (a) and the second sentence of paragraph (b) of Section 3.22 (Solvency) (collectively4.11, the “Fundamental Representations”) and any Claims based thereon, shall survive the Closing in perpetuity. The representations and warranties contained in Sections 4.15, 4.16 and 5.5 shall survive until the later of (A) the five-year anniversary of the Closing Date and (B) 60 days past six months following the expiration of the statute of limitations applicable to matters covered thereby (after giving effect Claims that may be brought by Governmental Entities or other Persons against the Company or Parent related to any waiver a breach of such representations or extension thereof granted by warranties. The representations and warranties contained in Section 4.19 shall survive for the applicable party or the pendency of any legal dispute resolution processperiod described in Section 11.5(c). (b) The covenants . Covenants and agreements of Seller the parties shall survive until fully performed. The obligations of the parties pursuant to Sections 11.2 and Buyer contained 11.3 with respect to Claims made pursuant to a particular representation, warranty or covenant shall expire simultaneously with such representation, warranty or covenant; provided, however, that such obligations shall survive with respect to any pending Claim until the pending Claim is settled or otherwise satisfied if written notice of such Claim, specifying in this Agreement and reasonable detail the Indemnification Ancillary Agreements that by their terms contemplate performance factual basis therefor, is given to the party from whom indemnification is sought prior to the Closing shall survive expiration of the Closing for a period of 12 months after representation, warranty or covenant upon which it is based. To the Closing Date. The covenants and agreements of Seller and Buyer contained in this Agreement and extent 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 otherwise specified herein exceed an applicable statute of limitations, whether arising at law the provisions of this Section 11.1 shall constitute a tolling by the Stockholders or in equity. No claim for breach Parent, as applicable, of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in each such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations for a period applies prior of time not to extend beyond the termination of such timesurvival periods.

Survival of Representations, Warranties and Covenants. All of the representations, warranties and covenants of the parties contained in this Agreement shall survive the Closing (even if the damaged party knew or had reason to know of any misrepresentation or breach of warranty at the time of the Closing) and shall continue in full force and effect thereafter for a period of one (1) year; provided, that (a) The representations Sections 7.01 and warranties 7.02 shall survive for the applicable statute of Seller limitations period and Buyer contained in this Agreement, the Bxxx of Sale (b) Sections 5.03(a)(ii) and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” iii) shall survive the Closing for a period of 15 months after the Closing Datewithout limitation. MAXXXXXX XND EMPIRE HEREBY WAIVE FROM AND AFTER CLOSING TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, CLAIMS, ACTIONS OR CAUSES OF ACTION EITHER OF THEM MAY HAVE AGAINST YORK AND ITS AFFILIATES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE CERTIFICATES AND OTHER DOCUMENTS DELIVERED PURSUANT TO THIS AGREEMENT, OTHER THAN CLAIMS UNDER SECTIONS 5.02, 7.01 and 7.02 AND OF FRAUD AND RIGHTS, CLAIMS, ACTIONS AND CAUSES OF ACTION ARISING OUT OF A BREACH OF ANY COVENANT OR AGREEMENT OF YORK. FURTHER, EXCEPT AS PROVIDED IN SECTIONS 5.02, 7.01 AND 7.02 MAXXXXXX XND EMPIRE WAIVE, RELEASE AND COVENANT NOT TO SUX XORK AND ITS AFFILIATES FOR ANY DAMAGES OF ANY KIND OR CHARACTER, ARISING UNDER ANY ENVIRONMENTAL LAW (STATUTORY, REGULATORY, COMMON LAW OR OTHERWISE) RELATING TO ANY DAMAGE, INCLUDING STRICT LIABILITY, INCURRED OR ALLEGEDLY INCURRED BY EITHER OF MAXXXXXX XR EMPIRE. IN ADDITION, MAXXXXXX XND EMPIRE COVENANT AND AGREE THAT NEITHER OF THEM SHALL FILE ANY CLAIMS WITH ANY INSURER OF YORK OR ITS AFFILIATES FOR RECOVERY UNDER ANY INSURANCE POLICIES COVERING YORK OR ITS AFFILIATES AND DO HEREBY WAIVE, IRREVOCABLY AND FOREVER AND TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHTS THEY MAY HAVE TO RECOVER UNDER SUCH INSURANCE POLICIES; providedPROVIDED, howeverHOWEVER, that the representations and warranties contained in Section 3.1 (Organization and Qualification)THAT MAXXXXXX XHALL HAVE THE RIGHT TO CLAIM AGAINST THE AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE COMPANY POLLUTION LEGAL LIABILITY SELECT POLICY, Section 3.2 (Authority)POLICY NUMBER PLS2674645, 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)ISSUED TO YORK. (b) The covenants and agreements of Seller and Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer the Company contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement or in any certificate or other instruments delivered pursuant to this Agreement shall survive the Closing for a twelve (12) month period of 15 months after immediately following the Closing Date (the expiration of such period, the “Survival Date”); provided, however, that (i) the representations and warranties of the Company contained in Sections 2.13(a), (b), (c), (d), (e), (g), (h), (i), (j), (m), (n), (o), (q), (r) and (aa) (Intellectual Property) (collectively, the “Intellectual Property Representations”) hereof shall survive for the three (3) year period immediately following the Closing Date (the “IP Rep Survival Date”) and (ii) the representations and warranties of the Company contained in Section 3.1 2.1 (Organization and Qualificationof the Company), Section 3.2 2.2 (Company Capital Structure), Section 2.3 (Subsidiaries), Section 2.4 (Authority), Section 3.3(a)(i) 2.5 (No Conflict), Section 3.4(a2.10 (Tax Matters) (Title to Assets), and Section 3.21 2.18 (Brokers), ’ and Section 3.22 (SolvencyFinders’ Fees; Third Party Expenses) (collectively, the “Fundamental Representations”) hereof shall survive for the Closing until the later of five (A5) the five-year anniversary of period immediately following 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“Fundamental Rep Survival Date”). (b) The covenants All representations and agreements of Seller warranties made by Parent and Buyer contained Sub in this Agreement and the Indemnification Ancillary Agreements that or in any certificate or other instrument delivered by their terms contemplate performance prior Parent or Sub pursuant to the Closing this Agreement shall survive the Closing for a twelve (12) month period of 12 months after immediately following 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) parties acknowledge and (b) are in lieu ofagree that if the Surviving Corporation suffers, and the parties expressly waive, incurs or otherwise becomes subject to any otherwise applicable statute Loss as a result of limitations, whether arising at law or in equity. No claim for connection with any inaccuracy in or breach of any representation, warranty, covenant or agreement may be brought after expiration obligation, then (without limiting any of the applicable survival periods rights of the Surviving Corporation as an Indemnified Party) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred such Loss as a result of and in connection with such inaccuracy or breach; provided, however, that recovery for any such Loss by Parent shall be in lieu of, and without duplication of, recovery by the Surviving Corporation. For the avoidance of doubt, nothing set forth in Sections 8.1(athis Section 8.1(c) and (b); provided that if, at shall in any time prior to way expand the expiration or termination obligation of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information Company Holders to provide indemnification set forth in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time8.2.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties For the purposes of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments : (the “Indemnification Ancillary Agreements” i) shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that the representations and warranties contained set forth in Section 3.1 (Organization and QualificationA) Sections 3.1, 3.2, 3.8(b), Section 3.2 3.11, 4.1, 4.2 and 4.4 (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 indefinitely; (B) Section 3.5 shall survive for the Closing applicable statute of limitations plus sixty (60) days; and (C) all other representations and warranties contained in this Agreement or any certificate delivered pursuant to this Agreement shall survive until the later of April 30, 2016 or the date that is fifteen (15) months after the Closing Date and, from and after, will expire and be of no force and effect, and (ii) (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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements that Agreement, which by their terms contemplate full performance prior to the Closing shall survive until the Closing for a period later of 12 April 30, 2016 or the date that is fifteen (15) months after the Closing Date. The and (B) the covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that to be performed by their terms contemplate performance in whole or in part after following the Closing shall survive the Closing until performed in accordance with their respective termsfully performed. (cb) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute period of limitations, whether arising at law or in equity. No claim for breach of any time that a representation, warranty, covenant or agreement contained in this Agreement survives the Closing pursuant to Section 9.1(a) shall be the “Survival Period” with respect to such representation, warranty, covenant or agreement provided that no such limitation period shall apply in the event of Fraud. In the event a Claim Notice pursuant to Section 9.4(a) shall have been given within the applicable Survival Period and the related claim for indemnification hereunder has not been finally resolved by the expiration of such Survival Period, such claim for indemnification hereunder shall survive, solely for purposes of resolving such claim for indemnification hereunder, until the time such claim for indemnification hereunder is finally resolved. For the avoidance of doubt, no Claim Notice may be brought after submitted following expiration of the applicable survival periods set forth Survival Period, other than in Sections 8.1(aevent of Fraud. For the avoidance of doubt, no Survival Period shall apply with regard to indemnification for Losses under Section 9.2(a)(iv) and (bor 9.3(a)(iii); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) Except as otherwise provided in this Section 9.01, the representations and warranties of Seller contained in this Agreement shall survive the Closing hereunder and continue in full force and effect for a period of 12 months thereafter. (b) The Fundamental Representations shall survive the Closing hereunder and continue in full force and effect until the expiration of the applicable statute of limitations. (c) The representations and warranties contained in Section 3.02 shall survive the Closing hereunder and continue in full force for a period of 90 days thereafter. (d) The representations and warranties contained in Section 3.01(a) and Section 3.01(b) shall terminate immediately following the Closing. The special warranty contained in Section 3.01(c) shall survive the Closing and continue in full force and effect indefinitely. (e) The covenants of Seller, Manager and Buyer contained herein that are to be performed at or prior to the Closing shall survive Closing for a period of 12 months. (f) The covenants of Seller, Manager and Buyer contained herein that are to be performed after the Closing (collectively, the “Post-Closing Covenants”) shall survive the Closing and continue in full force and effect until 30 days after the expiration of the time to perform such covenant or, if no such time is expressly stated herein, until the expiration of the applicable statute of limitation. (g) The representations and warranties of Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) herein shall survive the Closing for a period and continue in full force and effect until the expiration of 15 months after the Closing Date; provided, however, that the representations and warranties contained applicable statute of limitations. (h) The indemnities in Section 3.1 (Organization and Qualification9.02(a)(i), Section 3.2 (Authority9.02(a)(ii), Section 3.3(a)(i9.03(a) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 9.03(b) shall terminate as of the termination date of each respective representation, warranty or covenant that is subject to indemnification. (Solvencyi) (collectivelySeller’s indemnities set forth in Sections 9.02(a)(iii) through 9.02(a)(viii) shall, the “Fundamental Representations”) in each case, 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 continue in full force and effect to any waiver or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process)indefinitely. (bj) The covenants and agreements Notwithstanding the foregoing, there shall be no termination of Seller and Buyer contained any bona fide Claim asserted pursuant to the indemnities in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance Section 9.02(a) or Section 9.03 prior to the Closing shall survive date of termination for such indemnity. Without limiting any of the Closing for a period of 12 months after the Closing Date. The covenants and agreements of Seller foregoing, Owners hereby expressly disclaim all, and Buyer contained in this Agreement and the Indemnification Ancillary Agreements hereby agrees that by their terms contemplate performance in whole no Owner shall have any liability 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 ofresponsibility for, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant statement or agreement communication made or communicated (orally or in writing, including without limitation, any opinion, information, projection or advice that may be brought after expiration have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of the applicable survival periods Target, the Manager, Seller or any of their respective Affiliates) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in Sections 8.1(a) and (b); provided that if, at this Agreement or in the Assignment or in any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeother Transaction Document.

Survival of Representations, Warranties and Covenants. The representations, warranties, and covenants of the parties made in this Agreement shall survive the 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), 3.23 (No Brokers) and 4.1 (Authority) (claims with respect to any of Seller the foregoing representations and Buyer contained warranties referred to herein as “Special Claims”), and the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall survive for a period equal to the statute of limitations pertaining thereto; (b) All other representations and warranties made in this Agreement, and the Bxxx indemnification obligations of Sale the parties with respect to breaches of such representations and Assignment warranties, shall survive for a period of two (2) years after the Closing; (c) Any claims, actions or suits that either 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 Assumption Agreementseffect without limitation; (d) All covenants and agreements made in this Agreement, and the Intellectual Property Assignments indemnification obligations of 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 5.15 (Further Assurances) and the “Indemnification Ancillary Agreements” ) indemnification obligations of the parties with respect to breaches thereof, shall survive the Closing for a period of 15 months after indefinitely; and (e) Notwithstanding the Closing Date; providedforegoing or anything else to the contrary, however, that the representations and warranties contained if any claim or proceeding is to be made or brought by an Indemnitee (as defined in Section 3.1 (Organization and Qualification)8.8) within the applicable time period set forth above in this Section 8.2, Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers)such claim, and Section 3.22 (Solvency) (collectivelythe representation, the “Fundamental Representations”) shall survive the Closing until the later of (A) the five-year anniversary warranty and/or covenant alleged to have been breached in such claim or proceeding, and all indemnification obligations 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 Buyer contained in this Agreement and 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 parties with respect thereto, 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 otherwise applicable statute final resolution of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolvedby settlement, and no Person shall assert that any shorter statute of limitations period applies prior to such timearbitration, litigation or otherwise.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties contained in Sections 4.1(n), "Taxes" and 4.1(o), "Environmental Matters" will survive the Closing Date and will remain operative and in full force and effect until the expiration of Seller the applicable statute of limitations (giving effect to any tolling, waiver or extension thereof). The representations and Buyer warranties contained in Section 4.1(a), "Corporate Matters," Section 4.1(b) "Authorization and Effect of Agreement," Section 4.1(c), "No Restrictions Against Sale of the Assets," Section 4.1(e), "Compliance with Laws," Sections 4.1(g)(i) and (iii), "Tangible Personal Property; Assets," Sections 4.1(h)(ii)-(v), (vii), (viii), (ix) and (xii) "Real Property," and the several covenants of the parties contained in this Agreement (or in any document delivered in connection with it) will remain operative and in full force and effect without any time limitation, except as any such covenant will be limited in duration by the express terms of this Agreement, the Bxxx of Sale . All other representations and Assignment warranties in this Agreement will remain operative and Assumption Agreements, in full force and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing effect for a period of 15 months one year after the Closing Date. The representations and warranties will not be affected or reduced as a result of any investigation or knowledge of Purchaser; 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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing Purchaser shall survive notify Seller in writing to the Closing for a period extent Xxxxx Xxxxxxx, Xxxxxx X. Sum, Xxxx X. Xxxxxxx, Xxxxx X'Xxxxxxx, Xxx Xxxxxxxx or Xxxx Xxxxxxxx has actual knowledge that Seller is in breach of 12 months after the Closing Date. The covenants and agreements any representation or warranty of Seller and Buyer contained in this Agreement 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 otherwise applicable statute failure of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior Purchaser to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in give Seller such notice shall survive the expiration or termination constitute a waiver by Purchaser of the applicable survival period until any such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timebreach by Seller.

Survival of Representations, Warranties and Covenants. (a) The Notwithstanding anything to the contrary contained in this Agreement, (1) the representations and warranties of Seller set forth in Section 8.1 and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption AgreementsSeller's liability under Section 8.1, and (2) the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” covenants in Section 3.2(b) shall and Seller's liability under Section 3.2(b), will survive the Closing for a period that expires on the earlier of 15 months after (i) the Closing Date; providedfirst anniversary of the Closing, howeveror (ii) December 31, that the 2005 (“Survival Period”). Purchaser will not have any right to bring any action against Seller as a result of (i) any untruth, inaccuracy or breach of such representations and warranties contained in under Section 3.1 8.1, or (Organization and Qualificationii) the failure of Seller to perform its obligations under Section 3.2(b), Section 3.2 (Authority)unless and until the aggregate amount of all liability and losses arising out of all such untruths, Section 3.3(a)(i) (No Conflict)inaccuracies, Section 3.4(a) (Title to Assets), Section 3.21 (Brokers)breaches and failures exceeds $50,000, and Section 3.22 (Solvencythen 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 Sections 3.2(b) (collectivelyand 8.1, the “Fundamental Representations”when combined with any liability of Lantana North for untruths, inaccuracies, breaches or failures under Sections 3.2(b) shall survive the Closing until the later of (A) the five-year anniversary and 8.1 of the Closing Date and (B) 60 days past Lantana North Agreement, exceed, in 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)aggregate, $3,000,000. (b) The Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance herein if, prior to the Closing shall survive the Closing for Closing, Purchaser has actual knowledge of any breach of a period of 12 months after the Closing Date. The covenants and agreements 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 due diligence tests, investigations and Buyer contained in 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 herein, and Purchaser nevertheless consummates the transaction contemplated by 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 termsAgreement. (c) The survival periods set forth Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in Sections 8.1(athis 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 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. (d) and In order to satisfy its obligations under this Section 16.1, Seller agrees to either (bi) are remain in lieu of, and existence until the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth Survival Period and retain sufficient liquid assets to satisfy its obligations under this Section 16.1, (ii) remain in Sections 8.1(a) and (b); provided that if, at any time prior to existence until the expiration or termination of the applicable survival periodSurvival Period and obtain contractual commitments in favor of Seller from one or more of its members to re-contribute to Seller sufficient funds to satisfy Seller’s obligations under this Section 16.1, a party delivers a written notice or (iii) cause an Affiliate of a claim containing the Claim Information in accordance Seller, with sufficient liquid assets to satisfy Seller’s obligations under this Section 8.4(a)16.1, then the claim asserted in to assume such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeobligations.

Survival of Representations, Warranties and Covenants. (a) The representations representations, warranties, covenants and warranties obligations of Seller the Company and Buyer contained the Shareholders and of Parent and Merger Sub set forth in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreementsany certificate or other instrument delivered pursuant hereto, and the Intellectual Property Assignments (the “Indemnification or any Ancillary Agreements” ) Agreement, shall survive the Closing for a period of 15 twelve (12) months after following the Closing Date; provided, however, that the (i) representations and warranties contained in Section 3.1 3.10 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(iTaxes) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 3.29 (SolvencyEmployment) shall survive and remain in full force and effect until the expiration of the applicable statutes of limitations, (collectivelyii) any such covenants and obligations of Shareholders, the “Fundamental Representations”) Parent or Merger Sub that pursuant to their terms continue beyond such 12 month period shall survive the Closing until in accordance with their terms, (iii) there shall be no limitation on time during which indemnification may be asserted, sought or obtained for any instance of fraud on the later part of the Company, any Shareholder or Parent of any provision of this Agreement, any Ancillary Agreement or any other document delivered hereunder or thereunder, (Aiv) the five-year anniversary covenants and obligations of the parties contained in Sections 7.5 and 7.13 shall survive the Closing Date without limitation, and (Bv) 60 days past the covenants and obligations of the parties contained in Section 7.15 shall survive the Closing Date until the Shareholders shall no longer be subject to the Lock-Up Agreement. If a Notice of Claim has been delivered in compliance with this Article 9 prior to the expiration of the statute of limitations applicable to matters covered thereby indemnification period as provided above (after giving effect to any waiver or extension thereof granted by each, the applicable party or the pendency of any legal dispute resolution process). (b) The covenants and agreements of Seller and Buyer contained in this Agreement and the “Applicable 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(aPeriod”), then such representations, warranties, covenants and obligations, as the case may be, shall survive as to such claim until the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and has been finally resolved. For the avoidance of doubt, the parties hereby acknowledge and no Person agree that the Applicable Indemnification Period for fraud shall assert that any shorter statute of limitations period applies prior to such timebe indefinite.

Survival of Representations, Warranties and Covenants. (a1) The representations and warranties of Seller and Buyer the Founders contained in Section 4.1, of the Vendors contained in Section 4.2, of the Holdco Shareholders contained in Section 4.3, or any other agreement, certificate or instrument delivered pursuant to this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing for a period of 15 eighteen months from the Closing Date (the “Survival Period”), and notwithstanding the Closing and any inspection or inquiries made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser, after which time the Vendors shall be released from all obligations in respect of such representations, warranties and covenants except with respect to any Claims asserted by the Purchaser in writing (setting out in reasonable detail the nature of the Claim and the approximate amount of such Claim) before the expiration of such period, but there shall be no time limit on the representations, warranties and covenants of the Vendors set out in subsections (1) to (4), (8) and, with respect to North America only, (16) of Section 4.1, in subsections (1) to (5) of Section 4.2 and all of Section 4.3. Claims in respect of representations , warranties and covenants set out in subsections (35) to (43) of Section 4.1 shall continue in full force and effect until 60 days after the Closing Date; provided, however, that the expiry of any applicable statutory reassessment period. (2) The representations and warranties of the Purchaser contained in Section 3.1 (Organization and Qualification)4.4 or any other agreement, Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title certificate or instrument delivered pursuant 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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing for a period of 12 eighteen months after from the Closing Date. The covenants , and agreements notwithstanding the Closing, shall continue in full force and effect for the benefit of Seller the Vendors, after which time the Purchaser shall be released from all obligations in respect of such representations and Buyer contained warranties except with respect to any Claims asserted by the Vendors’ Representative in this Agreement writing (setting out in reasonable detail the nature of the Claim and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part after appropriate amount thereof) before 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of such period, but there shall be no time limit on the applicable survival periods set forth in Sections 8.1(a) representations and (b); provided that if, at any time prior to the expiration or termination warranties of the applicable survival period, a party delivers a written notice Purchaser set out in subsections (1) to (3) of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time4.4.

Survival of Representations, Warranties and Covenants. (a) The representations representations, warranties and warranties of Seller and Buyer covenants contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that as follows: (a) all covenants contained in this Agreement shall survive until fully performed; (b) the representations and warranties contained in Section 3.1 3.01(b) (Organization Power and Qualification), Section 3.2 (Authority), Section 3.3(a)(i3.01(c) (No ConflictEnforceability), Section 3.4(a3.01(e) (Title to Assets), Section 3.21 (Brokers), Section 3.01(g) (Investment Representation), Section 3.02(b) (Power and Authority), Section 3.02(c) (Enforceability), Section 3.02(d) (Brokers), Section 3.02(f) (Company Stock), Section 4.01 (Corporate Status), Section 4.02 (Power and Authority), Section 4.03 (Enforceability), Section 4.04 (Capitalization; Stock Ownership), Section 4.15 (Tax Matters), Section 4.24 (No Brokers) and Section 3.22 4.25 (SolvencyCertain Business Practices) (collectively, the “Fundamental Representations”) shall survive terminate and be of no further force and effect on the Closing until date that is sixty (60) days after the later of (A) the five-year anniversary of the Closing Date and (B) 60 days past the expiration of the longest statute of limitations related to such representation is allowed by 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).Law; (bc) The covenants all other representations and agreements of Seller and Buyer warranties contained in this Agreement shall terminate and be of no further force and effect on the Indemnification Ancillary Agreements date that by their terms contemplate performance prior to the Closing shall survive the Closing for a period of 12 is twelve (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.; and (cd) The survival periods set forth all obligations with respect to the matters identified in Sections 8.1(aSection 7.02(a)(vi) shall terminate and (b) are be of no further force and effect on the date that is identified in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equitySchedule 7.02(a)(vi). No claim may be made for indemnification hereunder for breach of any representationrepresentations, warranty, covenant warranties or agreement may be brought covenants after the expiration of the survival period applicable survival to such representation, warranty and covenant set forth above; provided that if Buyer or the Representative, as applicable, delivers written notice to the other party of an indemnification claim for a breach of the representations, warranties and covenants (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification) within the applicable time periods set forth in Sections 8.1(a) and (b); provided that ifabove, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a such claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. The representations, warranties, and covenants of the parties made in this Agreement shall survive the 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 Seller the foregoing representations and Buyer contained warranties referred to herein as “Special Claims”), and the indemnification obligations of the parties with respect to breaches of such representations and warranties, shall survive for a period equal to the statute of limitations pertaining thereto; (b) All other representations and warranties made in this Agreement, and the Bxxx indemnification obligations of Sale the parties with respect to breaches of such representations and Assignment 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 Assumption Agreementseffect without limitation; (d) All covenants and agreements made in this Agreement, and the Intellectual Property Assignments indemnification obligations of 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 Ancillary Agreements” ) indemnification obligations of the parties with respect to breaches thereof, shall survive the Closing for a period of 15 months after indefinitely; and (e) Notwithstanding the Closing Date; providedforegoing or anything else to the contrary, however, that the representations and warranties contained if any claim or proceeding is to be made or brought by an Indemnitee (as defined in Section 3.1 (Organization and Qualification)8.8) within the applicable time period set forth above in this Section 8.2, Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers)such claim, and Section 3.22 (Solvency) (collectivelythe representation, the “Fundamental Representations”) shall survive the Closing until the later of (A) the five-year anniversary warranty and/or covenant alleged to have been breached in such claim or proceeding, and all indemnification obligations 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 Buyer contained in this Agreement and 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 parties with respect thereto, 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 otherwise applicable statute final resolution of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolvedby settlement, and no Person shall assert that any shorter statute of limitations period applies prior to such timearbitration, litigation or otherwise.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Partners, ---------------------------------------------------------------------- Seller and Buyer the Company; Time Limits on Indemnification Obligations. ------------------------------------------------------------------ Notwithstanding any right of CenterPoint to fully investigate the affairs of Seller, the Company, the Company Subsidiaries and the Business, and notwithstanding any Knowledge of facts determined or determinable by CenterPoint pursuant to such investigation or right of investigation, CenterPoint has the right to rely fully upon the representations, warranties, covenants and agreements of the Partners, Seller and the Company contained in this AgreementAgreement or in any certificate delivered pursuant to any of the foregoing. All such representations, warranties, covenants and agreements of the Bxxx of Sale and Assignment and Assumption AgreementsPartners, Seller and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Company shall survive the Closing for a period execution and delivery of 15 months after this Agreement and the Closing Datehereunder; provided, however, (i) that the representations Partners' obligations -------- ------- pursuant to Section 9.1, other than those relating to covenants and warranties contained in agreements ----------- to be performed by the Partners after the Closing, shall expire one (1) year after the Closing, except with respect to obligations arising under or relating to Section 3.1 (Organization 4.16 hereof as it relates to federal, state, local and Qualification)foreign income ------------ taxation, 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”) which shall survive the Closing until the later earlier 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 Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a(including any extensions) of the respective statutes of limitation applicable to the payment of the Taxes or (B) the completion of the final audit and determinations by the applicable taxing authority and final disposition of any deficiency resulting therefrom; and (b); provided that if, at any time prior ii) solely to the expiration extent that CenterPoint actually incurs liability under the 1933 Act or termination of the applicable survival period1934 Act, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice obligations under Sections 9.1(c) or (d) above shall survive until the --------------- --- expiration or termination of the any applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior with respect to such timeclaims.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer contained in this Agreementwarranties, the Bxxx of Sale and Assignment and Assumption Agreements, and 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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements other Transaction Documents (including any certificate delivered at the Closing) shall survive the Closing and remain in full force and effect (a) indefinitely, with respect to matters covered by Section 4.1 (Organization, Power, Standing), Section 4.2 (Due Authorization, Title), Section 4.3 (Capitalization), Section 4.19 (Brokers), Section 5.1 (Organization, Power, Standing), Section 5.2 (Due Authorization) and Section 5.6 (Brokers), (b) for sixty (60) days following expiration of the applicable statute of limitations (including extensions), with respect to matters covered by Section 4.12 (Tax Matters), (c) for thirty-six (36) months, with respect to matters covered by Section 4.8(a)(xi) (Material Contracts – Business Government Contracts), Section 4.8(b) (Material Contracts; solely to the extent it relates to Section 4.8(a)(xi)), or Section 4.9 (Business Government Contracts), and (d) for a period of eighteen (18) months following the Closing Date, with respect to all other representations and warranties, except that any representation or warranty that would otherwise terminate in accordance with clause (a), (b), (c) or (d) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this Article VIII. The covenants and agreements of the parties set forth in this Agreement which, by their terms contemplate performance terms, are to be performed or complied with prior to the Closing shall survive the Closing and remain in full force and effect for a period of 12 eighteen (18) months after following the Closing Date. The covenants and agreements of Seller and Buyer contained the parties set forth in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part any other Transaction Document to be performed or complied with at or after the Closing shall survive until performed in accordance with their respective terms. (c) The survival the Closing indefinitely or for the shorter periods set forth in Sections 8.1(a) explicitly specified therein, except that for those covenants and (b) are in lieu of, and the parties expressly waive, agreements that survive for any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival shorter period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice breaches thereof shall survive indefinitely or until the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timelatest date permitted by Law.

Survival of Representations, Warranties and Covenants. (a) The representations Each representation warranty, covenant and warranties of Seller obligation contained herein and Buyer contained in this Agreementany certificate related to any such representation, the Bxxx of Sale and Assignment and Assumption Agreementswarranty, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall covenant or obligation will survive the Closing for a period of 15 and continue in full force and effect until twenty-four (24) months after the Closing Date; Date provided, however, that (A) the representations and warranties contained set forth in Section Sections 3.1 (Corporate Organization and Qualificationof the Company), Section 3.2 3.3 (AuthorityDue Authorization), Section 3.3(a)(i) 3.6 (No ConflictCapitalization of the Company), Section 3.4(a) 3.14 (Title to AssetsTaxes), Section 3.21 3.15 (Brokers’ Fees), 3.20 (Intellectual Property), 4.1 (Ownership of Purchased Shares), 4.2 (Due Authorization) and Section 3.22 4.6 (SolvencyBrokers’ Fees) (collectively, the “Fundamental Representations”), (B) the representations and warranties in Sections 3.12 (Employee Benefit Plans) and 3.21 (Environmental Matters), (C) the indemnification obligations of the Sellers and the members of the Management Pool pursuant to Section 12.2(c) of this Agreement and (D) the indemnification obligations of the holders of Preferred Shares, the members of the Management Pool and Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx pursuant to Section 12.2(j) of this Agreement each shall survive the Closing Date until the later of date that is sixty (A60) the five-year anniversary of the Closing Date and (B) 60 days past after the expiration of the statute of limitations applicable to matters covered thereby the underlying claim. The date on which (after giving effect i) any representation or warranty shall expire pursuant to any waiver the terms of this Section 12.1 or extension thereof granted by (ii) the applicable party or indemnification obligations of the pendency Sellers and the members of any legal dispute resolution process). (bthe Management Pool pursuant to Section 12.2(c) The covenants and agreements of Seller and Buyer contained in this Agreement and shall be deemed to be the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing for a period “Survival Expiration Date” 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any each such representation, warranty, covenant or agreement may be brought after expiration other agreement, as applicable. Each of the applicable survival periods covenants and agreements of the parties set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice this Agreement shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeindefinitely.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, agreements, covenants and obligations herein or in the Related Agreements, the Disclosure Schedule or any Exhibit to this Agreement or a Related Agreement or any agreement, instrument, certificate or document specifically required to be delivered under this Agreement or a Related Agreement by any party incident to the transactions contemplated hereby or thereby are material and shall be deemed to have been relied upon by the parties receiving the same. The representations and warranties of Seller and Buyer the Company contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Related Agreements or in any certificate or other instruments delivered pursuant to this Agreement or the Related Agreements, and shall survive until 11:59 p.m. California time on the Intellectual Property Assignments twelve (12) month anniversary of the Closing Date (the “Indemnification Ancillary Agreements” Expiration Date”), other than (a) shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 3.1 Sections 2.1 (Organization and Qualificationof the Company), Section 3.2 2.1 (Company Capital Structure), 2.3 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 2.11 (SolvencyTax Matters) hereof (collectivelytogether, the “Fundamental Representations”) ), which 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 the subject matter thereof granted by the applicable party or the pendency of any legal dispute resolution process). and (b) The covenants the representations and agreements warranties of Seller and Buyer the Company contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing Section 2.29 (Website Traffic), which shall survive the Closing for a period of 12 months until thirty (30) days after the Closing Date. The covenants and agreements of Seller and Buyer contained date until which any representation or warranty survives shall be referred to as the “Survival Date” for such representation or warranty. Notwithstanding anything in this Agreement and Section 7.1 to 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. contrary, (ci) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of 11:59 p.m. California time on the applicable survival periodSurvival Date, a party delivers a written notice of an Officer’s Certificate (as defined in Section 7.5(b)) is delivered alleging Losses and a claim containing the Claim Information in accordance with for recovery under Section 8.4(a7.5(b), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period Survival Date until such time as such claim is fully and finally resolvedresolved and (ii) claims relating to fraud, intentional misrepresentation or willful breach shall survive indefinitely. The representations and no Person warranties of Parent and Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall assert that terminate at the Closing. All covenants and agreements contained in this Agreement, the Related Agreements or in any shorter certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the Closing and shall continue to remain in full force and effect in perpetuity after the Closing Date, unless they terminate earlier in accordance with their express terms. The indemnity in Section 7.2(e) shall survive until the expiration of the statute of limitations period applies prior applicable to such timethe subject matter thereof.

Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and obligations of the parties made in this Agreement shall survive Closing, as follows: (a) The representations and warranties of Seller and Buyer contained set out in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for a period of 15 months after the Closing DateSections 3.1(Organization; provided, however, that the representations and warranties contained in Section 3.1 (Organization and QualificationStanding; Authorization; Capacity), Section 3.2 3.3 (AuthorityTax Matters), Section 3.3(a)(i) (No Conflict), Section 3.4(a3.5(a) (Title to Assets), 3.10 (Preneed and Trust Accounts and Endowment Care Funds), 3.14(e) (Real Estate Taxes) (claims with respect to any of the foregoing representations and warranties referred to herein as “Special Claims”) and 4.1 (Authority), for a period of three (3) years following Closing; (b) All other representations and warranties made in this Agreement, for a period of two (2) years following Closing; (c) All covenants, agreements and obligations made in this Agreement which by their terms, are required to be performed at or prior to Closing, for a period of one (1) year following Closing, all other covenants, agreements and obligations made in this Agreement, except for the Special Covenants (as hereinafter defined), for a period of three (3) years following Closing, unless otherwise specified herein; and (d) Buyer’s assumption of the Assumed Liabilities set forth in Section 3.21 1.4.1, Seller’s retention of the Retained Liabilities in Section 1.4.2 and the covenants set forth in Section 5.8 (BrokersPost Closing Access and Cooperation), Section 5.24 (Wrongful Burial Resolution) and Section 5.25 (Post-Closing Tax Matters) (collectively the “Special Covenants”), and Section 3.22 9.4 (Solvency) (collectivelySeller’s Broker), without limitation. Notwithstanding anything else herein to the contrary, 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 Buyer contained in this Agreement and 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 indemnification obligations set forth in Sections 8.1(a) this Article VIII for breaches of representations and (b) are warranties and covenants shall remain in lieu of, full force and effect until the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival date for such representations and warranties and covenants. Such survival limitations and time periods set forth in Sections 8.1(a) shall not apply to any indemnity claims that Seller or Buyer may have against each other based upon any claims, actions or proceedings asserted by any third party or government entity made against Seller or Buyer, including but not limited to those concerning the alleged mishandling of burials, cremations, and/or human or cremated remains. Instead, there shall be no time limitations regarding Seller’s and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a Buyer’s respective indemnity rights against each other based upon such third party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeand/or government claims.

Survival of Representations, Warranties and Covenants. (a) The representations Each representation warranty, covenant and warranties of Seller obligation contained herein and Buyer contained in this Agreementany certificate related to any such representation, the Bxxx of Sale and Assignment and Assumption Agreementswarranty, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall covenant or obligation will survive the Closing and continue in full force and effect for a period of 15 fifteen (15) months after the Closing Date; provided, however, that (i) the representations and warranties contained set forth in Section 3.1 4.1 (Organization and Qualificationof the Seller), Section 3.2 4.2 (AuthorityOrganization of the Company), Section 3.3(a)(i) 4.3 (No ConflictSubsidiaries), Section 3.4(a) 4.4 (Title to AssetsDue Authorization), Section 3.21 4.7 (Capitalization of the Company), Section 4.8 (Capitalization of Subsidiaries), Section 4.16 (Taxes), Section 4.17 (Brokers’ Fees), Section 5.1 (Organization), Section 5.2 (Authorization) and Section 3.22 5.7 (SolvencyBrokers’ Fees) (collectively, the “Fundamental Representations”) shall survive the Closing and continue in full force and effect until the later of (A) the five-year anniversary of the Closing Date and (B) 60 date that is 90 days past after the expiration of the applicable statute of limitations applicable with respect to matters covered thereby the matter which the claim relates, as such limitation period may be extended from time to time, (ii) the representations and warranties contained in Section 4.18 (Regulatory Matters) shall survive until the date which is three (3) years after giving effect to the Closing Date, (iii) the representations and warranties contained in Section 4.23 (Environmental Matters) shall survive until the date which is two (2) years after the Closing Date, and (iv) 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 Buyer covenant contained in this Agreement and the Indemnification Ancillary Agreements that that, by their terms contemplate its terms, provides for 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 following the Closing shall survive until such covenant is performed in accordance with their respective terms. (cthe end of such fifteen (15) The survival periods set forth in Sections 8.1(a) and (b) are in lieu ofmonth or longer period, and as applicable, the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity“Survival Expiration Date”). No claim for indemnification for breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement may be brought asserted pursuant to this Agreement unless on or before the applicable Survival Expiration Date, such claim is asserted by written notice in accordance with this Article XI, specifying, in reasonable detail, the basis of the claim, and any such representation, warranty or covenant with respect to which any such claim is so asserted in accordance herewith shall survive beyond their applicable Survival Expiration Date solely with respect to the inaccuracy therein or breach thereof described in or relating to such claim until resolution of such claim in accordance with the terms of this Agreement. Notwithstanding the foregoing, claims related to fraud with respect to this Agreement and the transactions contemplated hereby shall survive until 90 days after the expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to date on which the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior otherwise applicable to such timeclaims has expired.

Survival of Representations, Warranties and Covenants. (a) The Notwithstanding anything to the contrary contained in this Agreement, (1) the representations and warranties of Seller set forth in Section 8.1 and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption AgreementsSeller’s liability under Section 8.1, and (2) the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” covenants in Section 3.2(b) shall and Seller’s liability under Section 3.2(b), will survive the Closing for a period of 15 months after the Closing Date; providednine (9) months. Purchaser will not have any right to bring any action against Seller as a result of (i) any untruth, however, that the inaccuracy or breach of such representations and warranties contained in under Section 3.1 8.1, or (Organization and Qualificationii) the failure of Seller to perform its obligations under Section 3.2(b), Section 3.2 (Authority)unless and until the aggregate amount of all liability and losses arising out of alt such untruths, Section 3.3(a)(i) (No Conflict)inaccuracies, Section 3.4(a) (Title to Assets)breaches and failures exceeds $50,000, Section 3.21 (Brokers), and Section 3.22 (Solvency) (collectivelybut after such amount is exceeded, the “Fundamental Representations”total claim amount shall include the initial $50,000. In addition, in no event will Seller’s liability for all such untruths, inaccuracies, breaches, and/or failures under Sections 3.2(b) shall survive and 8.1 (including Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures) exceed, in 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)aggregate, $2,000,000.00. (b) The Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants and agreements of Seller and Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance herein if, prior to the Closing shall survive the Closing for Closing, Purchaser has actual knowledge of any breach of a period of 12 months after the Closing Date. The covenants and agreements 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 due diligence tests, investigations and Buyer contained in 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 herein, and Purchaser nevertheless consummates the transaction contemplated by 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 termsAgreement. (c) The survival periods set forth Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in Sections 8.1(a) this Agreement. All other representations, warranties, covenants and (b) are in lieu ofagreements made or undertaken by Seller under this Agreement, and unless otherwise specifically provided herein, will not survive the parties expressly waive, any otherwise applicable statute of limitations, whether arising Closing Date but will be merged into the Closing documents delivered at law or in equitythe Closing. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or The Termination Surviving Obligations shall survive termination of the applicable survival period, this Agreement without limitation unless a party delivers a written notice of a claim containing the Claim Information specified period is otherwise provided in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timethis Agreement.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer the parties contained in this Agreement, any certificate delivered pursuant hereto or any Seller Document, Company Document or Purchaser Document shall survive the Bxxx Closing for a period of Sale and Assignment and Assumption Agreements, and eighteen months after the Intellectual Property Assignments Closing Date (the “Indemnification Ancillary Agreements” General Survival Period”); provided, that (a) the representations and warranties (w) of Seller set forth in Sections 3.1 (organization; authorization of agreement), 3.3 (ownership and transfer of purchased securities), 3.5 (financial advisors), 4.1 (organization and good standing), 4.2 (authorization of agreement), 4.4 (capitalization), 4.5 (no subsidiaries) and 4.21 (financial advisors), shall survive the Closing indefinitely, (x) of Seller and the Company set forth in Sections 4.8 (taxes) ), 4.9 (title to assets; tangible personal property), 4.13 (employee benefit plans), and 4.14 (labor) shall survive Closing for a period that extends until applicable statute of limitations plus sixty (60) days, (y) of Seller set forth in Section 4.17 (environmental matters) shall survive the Closing for a period of 15 months after the Closing Date; providedfive (5) years, howeverand (z) of Purchaser set forth in Sections 5.1 (organization and good standing), that 5.2 (authorization of agreement) and 5.6 (financial advisors) (each of the representations and warranties contained listed in Section 3.1 clauses (Organization w) and Qualification(z), 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 indefinitely (in each case, the later of “Survival Period”), and (Ab) any claim with respect to Fraud will survive and can be made by a Purchaser Indemnified Party or the five-year anniversary Seller Indemnified Party, as applicable, indefinitely; provided, that any obligations under Sections 7.2(a)(i) and 7.2(b)(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 Closing Date and (Bclaim for indemnification) 60 days past to the indemnifying party in accordance with Section 7.3(a) before the termination of the applicable Survival Period. Notwithstanding anything to the contrary in this Section 7.1, the indemnification obligations pursuant to this Article VII shall not terminate with respect to any indemnification claim made by a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be, prior to the expiration of the 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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior Survival Period until such claim is resolved. Notwithstanding anything to the Closing contrary set forth herein, notice shall survive be deemed to have been duly delivered by Purchaser for all purposes under this Article VII with respect to 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 matters set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (bSection 7.2(a)(v); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The 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 Seller and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption AgreementsCompany Disclosure Letter), and in the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) other certificates contemplated by this Agreement shall survive the Closing for a period 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 after following the Closing Date; providedprovided that, howeverregardless of any investigation or disclosure made by or on behalf of any of the parties hereto, that (a) (i) the Special Representations (other than Section 2.11 (Taxes)) and (ii) the representations and warranties contained made by (A) Acquirer and Merger Sub in Section 3.1 (Organization and QualificationStanding), Section 3.2 (Authority), Section 3.3(a)(i; Non-contravention) (No Conflict), Section 3.4(a) (Title to Assets), Section 3.21 (Brokers), and Section 3.22 3.3 (SolvencyIssuance of Shares) (collectively, the “Fundamental Acquirer Special Representations”) shall survive the Closing until the later of (A) the five-year anniversary of the Closing Date and ), or (B) 60 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 past the following 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). thereto, and (b) The covenants the representations and agreements of Seller warranties made by the Company in Section 2.11 (Taxes), will remain operative and Buyer contained in this Agreement full force and effect until the Indemnification Ancillary Agreements date that by their terms contemplate performance prior to the Closing shall survive the Closing for a period of 12 months after is seven years and one month following the Closing Date. The covenants and agreements , in each case 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. clauses (c) The survival periods set forth in Sections 8.1(aa) and (b) are in lieu for claims against any Indemnifying Person that seek recovery of Indemnifiable Damages arising out of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law resulting from or in equity. No claim for breach connection with an inaccuracy in such representations or warranties; provided, further, that no right to indemnification pursuant to Article VIII in respect of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods claim that is set forth in Sections 8.1(a) and (b); provided that if, at any time 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 termination 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 applicable survival periodrepresentations and warranties contained in this Agreement or in any Investor Representation Letter or otherwise in connection with the Transactions). If the Merger is consummated, a party delivers a written notice 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 claim containing the Claim Information in accordance with Section 8.4(a)covenant, then the claim asserted in such notice agreement or obligation shall survive be affected by the expiration of such covenant, agreement or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeobligation.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller (including representations and Buyer warranties made on behalf of the Seller Subsidiaries) contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement or in any certificates delivered pursuant to Article V shall survive the Closing for a period until the eighteen (18) month anniversary of 15 months after the Closing Date; provided, however, except that (a) the representations and warranties contained set forth in Section 3.1 3.14 (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”Intellectual Property) shall survive the Closing until the later of three (A3) the five-year anniversary of the Closing Date Date, (b) the representations and warranties set forth in Sections 3.16 (BTaxes) 60 and 3.21 (Compliance with Laws) shall survive until thirty (30) days past after the expiration of the applicable statute of limitations applicable (including any waivers or extensions thereof) to matters covered thereby which the underlying matter relates, the representations and warranties set forth in the first sentence of Section 3.10 (after giving effect to any waiver Acquired Assets) and the representations and warranties set forth in Sections 3.1 (Corporate Organization and Standing), 3.2 (Authorization), 3.3 (No Conflict or extension thereof granted by Violation), 3.5 (Absence of Undisclosed Liabilities), 3.20 (Brokers; Finders), 3.24 (Agreements with Affiliates), 3.25 (Information in Proxy Statement), 3.26 (Opinion of Financial Advisor) and 3.28 (Subsidiaries) shall survive forever and (c) the applicable party representations and warranties set forth in Sections 4.1 (Corporate Organization and Standing), 4.2 (Authorization), 4.3 (No Conflict or the pendency of any legal dispute resolution process). Violation) and 4.5 (Brokers, Finders) shall survive forever. The representations and warranties identified in clause (b) of the first sentence of this Section 7.1 are referred to herein as the “Fundamental Representations.” The covenants and agreements of Seller and Buyer contained in this Agreement and 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 remain in full force 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 effect until fully 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 . Notwithstanding the parties expressly waiveforegoing, any otherwise applicable statute of limitations, whether arising at law or claim made under and in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after accordance with this Article VII prior to the expiration of the applicable survival periods period set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice above shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties and the covenants and agreements of Seller and Buyer each party contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, Agreement and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Schedules attached hereto or in any certificate delivered by any party to another party pursuant to Article VI above shall survive the Closing Date for a period of 15 twelve (12) months after following the Closing Date; provided, however, that that: (a) the representations and warranties of Seller contained in Section 3.1 (Organization Organization, Standing and QualificationPower), Section 3.2 (Authority), Section 3.3(a)(i) 3.3 (No ConflictCapitalization), Section 3.4(a) 3.4 (Subsidiaries), Section 3.9 (Title to Assets), Interests) and Section 3.21 3.24 (Brokers), ) shall not terminate; (b) the representations and warranties of Seller contained in Section 3.15 (Employee Benefits) and Section 3.22 3.17 (Solvency) (collectively, the “Fundamental Representations”Taxes) shall survive the Closing Date until the later of (A) the five-year anniversary of the Closing Date and (B) 60 days past the expiration of the applicable statute of limitations applicable to matters covered thereby (after giving effect to any waiver extensions or extension thereof granted by waivers thereof), plus thirty (30) days (the representations and warranties described in the preceding clause (i) and this clause (ii), together with the representations and warranties in Section 3.25(a) (Indebtedness), shall be referred to herein as the "Fundamental Representations"); (c) the representations and warranties of Seller contained in Section 3.12 (Intellectual Property) (the "Intellectual Property Representations") shall survive the Closing Date for a period of twenty-four (24) months following the Closing Date; (d) the representations and warranties of Purchaser contained in Section 4.1 (Organization, Standing and Power), Section 4.2 (Authority) and Section 4.4 (Brokers) shall not terminate; and (e) the covenants in this Agreement or any Ancillary Document to be performed following the Closing Date shall survive in accordance with the terms of such covenant (with the twelve month period referred to above and each applicable later date referred to in clauses (a), (b), (c) and (d) above and this clause (e) being referred to herein as a "Survival Period"). No Claim for indemnification under Section 8.2 or Section 8.3 shall be made unless a Claim Notice has been delivered to the Indemnifying Party within the applicable party or Survival Period. Notwithstanding the pendency expiration of any legal dispute resolution process). (b) The covenants and agreements Survival Period, if a Claim Notice has been given by Purchaser to Seller with respect to a representation, warranty or covenant of Seller or by Seller to Purchaser with respect to a representation, warranty or covenant of Purchaser within the applicable Survival Period, then the relevant representation, warranty or covenant, and Buyer contained the indemnity with respect thereto, shall survive solely as to such Claim as is asserted in the Claim Notice, until such Claim has been finally resolved. The representations and warranties in this Agreement and the Indemnification Ancillary Agreements that Schedules attached hereto or in any certificate delivered by their terms contemplate performance prior any party to the Closing another party pursuant to Article VI above shall survive for the Closing applicable Survival Period and shall in no event be affected by any investigation, inquiry or examination made 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach on behalf of any representationparty, warrantyor the knowledge of any party's officers, covenant directors, stockholders, employees or agreement may be brought after expiration representatives or the acceptance by any party of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration certificate or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeopinion hereunder.

Survival of Representations, Warranties and Covenants. (a) The representations Notwithstanding any right of HSCC to investigate the business and warranties condition of Seller the Company, HSCC shall be entitled to rely upon the representations, warranties, covenants and Buyer agreements of the Company and the Principal Shareholders and the Shareholders shall be entitled to rely upon the representations, warranties, covenants and agreements of HSCC. All representations, warranties, covenants and agreements contained in this AgreementAgreement (including the Disclosure Schedule hereto) and in all certificates required hereby to be delivered with respect hereto shall be deemed to be representations, the Bxxx of Sale covenants, warranties and Assignment agreements hereunder and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing Date (or, if there is no Closing, the date hereof) through the date fifteen (15) days following the completion of the financial review by the Company’s independent auditors of the Company’s consolidated financial statements for a the six (6) month period of 15 months after the Closing Dateended December 31, 2008, but in no event shall such date be later than March 15, 2009 (“Survival Period”); provided, however, that the representations any such representations, covenants, warranties 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”) agreements shall survive the Closing time(s) that they would otherwise terminate with respect to claims of which notice has been given as provided in this Agreement prior to such termination; provided further, however, that any Government Contract Liability or such representations, covenants, warranties and agreements regarding Taxes or set forth in Section 4.27 shall survive until the later of (A) the five-year anniversary of the Closing Date and (B) 60 days past the expiration of the applicable statute of limitations applicable with respect to matters covered thereby (after giving effect to any waiver such matters. Any limitation 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 Buyer contained in this Agreement and 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 qualification set forth in Sections 8.1(a) any one representation and (b) are warranty contained in lieu of, Section 10.4 hereof shall not limit or qualify any other representation and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted warranty contained in such notice Section. Each representation and warranty included in Article IV is independent and shall survive the expiration be interpreted without regard to any other representation or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that warranty contained in Article IV (including any shorter statute of limitations period applies prior to such timemore inclusive representation or warranty).

Survival of Representations, Warranties and Covenants. (a) The representations Each covenant and warranties of Seller and Buyer agreement contained in this Agreement, the Bxxx of Sale any exhibit, any schedule or in any agreement or certificate executed in connection herewith and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) delivered pursuant hereto shall survive the Closing for a period of 15 months after the Closing Date; provided, however, that the and be enforceable until such covenant or agreement has been fully performed. All representations and warranties contained in Section 3.1 (Organization and Qualification)this Agreement, Section 3.2 (Authority)any exhibit, 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”) any schedule or in any agreement or certificate executed in connection herewith executed or delivered pursuant hereto shall survive the Closing until the later of date that is two (A2) the five-year anniversary of years after the Closing Date and shall thereafter expire, except that any representation or warranty with respect to which a claim has been made for a breach thereon prior to such date shall survive until such claim is resolved. The limitations on survival set forth in the immediately preceding sentence of this Section 9.4 shall not apply (Ba) 60 to claims based on criminal matters, fraud or intentional misrepresentation (“Fraud Claims”), which shall survive without limitation (and in no event less than six (6) years), (b) the representations and warranties set forth in Sections 3.2 (Authority), 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.16 (Environmental and Safety Matters), 3.18 (Intellectual Property), 3.21 (Brokers), 4.2 (Authority) and 4.4 (Brokers), which shall survive without limitation or (c) the representations and warranties set forth in Section 3.10 (Taxes), which shall survive the later of (i) six (6) years after the Closing or (ii) sixty (60) days past following the expiration of the applicable statute of limitations applicable to matters covered thereby (after giving effect on collection or assessment with respect to any waiver Tax matter (including any extensions thereof) from which Damages may arise from a breach of such representations and warranties. Nothing herein shall be deemed to prevent the Indemnified Party from making a claim, and an Indemnified Party may make a claim hereunder, for potential or extension thereof granted by contingent claims or demands; provided, the applicable party notice of such claim sets forth the basis for any such potential or contingent claim or demand to the pendency of any legal dispute resolution process). (b) The covenants and agreements of Seller and Buyer contained in this Agreement extent then reasonably feasible and the Indemnification Ancillary Agreements Indemnified Party has reasonable grounds to believe that by their terms contemplate performance prior to the Closing shall survive the Closing for such 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 claim 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement demand may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timemade.

Survival of Representations, Warranties and Covenants. The representations and warranties of Buyer contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement (a) including any Collateral Agreement), shall terminate on the Closing Date. The representations and warranties of Seller and Buyer Founder contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement (including any Collateral Agreement) shall terminate on the Bxxx first Business Day falling on or after the twelve (12) month anniversary of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments Closing Date (the “Indemnification Ancillary Agreements” ) Survival Termination Date”); provided, however, that in the event of fraud or intentional misrepresentation by Seller or Founder of a representation or warranty contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement (including any Collateral Agreement), as applicable, such representation or warranty shall not terminate and shall survive the Closing for a period of 15 months after the Closing Dateindefinitely; providedprovided further, however, that the representations and warranties (i) contained in Section 3.1 4.11 (Organization Intellectual Property) shall remain in full force and Qualificationeffect until the first Business Day falling on or after the thirty-six (36) month anniversary of the Closing Date, (ii) contained in Section 4.1 (Organization), Section 3.2 4.2 (Authority), Section 3.3(a)(i) 4.3 (No ConflictConflicts), Section 3.4(a) 4.4 (Title to AssetsCapitalization), Section 3.21 4.18 (BrokersEmployee Matters), Section 4.19 (Labor Matters) and Section 3.22 4.22 (Avoidable Transfer; Solvency) (collectively, the “Fundamental Representations”) hereof shall survive the Closing remain in full force and effect until the later of six (A6) the five-year anniversary of the Closing Date (such representations and warranties identified in this subsection (ii) of this Section 7.1, the “Fundamental Matters”), and (Biii) 60 days past contained in Section 4.13 (Tax Matters) hereof shall remain in full force and effect until the thirtieth Business Day after the expiration of the statute of limitations (including any extensions or waivers thereof) 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 such representations and agreements of Seller and Buyer contained in this Agreement and 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 Datewarranties. 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers If a written notice of a claim containing pursuant to this Article 7 has been given prior to the Claim Information in accordance with Section 8.4(a)applicable Survival Termination Date by Buyer, then the relevant representations and warranties shall continue to survive as to such claim asserted in such notice shall survive until the expiration or termination claim has been finally resolved. It is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute statutes of limitations period applies prior that would otherwise apply to such timerepresentations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Covenants. (a) The Notwithstanding anything to the contrary contained in this Agreement, (1) the representations and warranties of Seller set forth in Section 8.1 and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption AgreementsSeller’s liability under Section 8.1, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” 2) shall Seller’s liability under Section 10.4(f), will survive the Closing for a period of 15 months after nine (9) months. With respect to any suit, claim or cause of action that Purchaser has or may have as a result of (i) any alleged untruth, inaccuracy or breach of such representations or warranties under Section 8.1, and/or (ii) Seller’s obligations (or as result of Seller’s alleged failure to perform same) under Section 10.4(f), Purchaser must give Seller written notice of any such claims, and must file any such suits, claims or causes of action against Seller based thereon, in each instance prior to the Closing Date; providedexpiration of said nine (9) month period. In the event Purchaser fails to provide such notice and file such suits, howeverclaims or causes of action within such nine (9) month period, that Seller shall have no liability whatsoever to Purchaser with respect to (1) the representations and warranties set forth in Section 8.1, and (2) the obligations of Seller set forth in Section 10.4(f). Purchaser will not have any right to bring any suit, claim or cause of action against Seller as a result of any alleged untruth, inaccuracy or breach of such representations and warranties under Section 8.1 or in connection with Seller’s obligations (or as a result of Seller’s alleged failure to perform same) under Section 10.4(f) unless and until the aggregate amount of all liability and losses arising out of all such untruths, inaccuracies and breaches exceeds $100,000.00 (in which event Seller’s liability shall be from the first dollar of such loss). In addition, notwithstanding anything to the contrary 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 this Agreement or any of the Closing Date documents, including, without limitation, the provisions of Section 17.15 of this Agreement, in no event shall Seller’s liability for all such untruths, inaccuracies and/or breaches under Section 8.1 and 10.4(f) (Bincluding Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies and/or breaches) 60 days past exceed, in 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)aggregate, $1,000,000. (b) The covenants and agreements of Seller and Buyer Notwithstanding anything to the contrary contained in this Agreement Agreement, Seller shall have no liability with respect to any of Seller’s representations, warranties and the Indemnification Ancillary Agreements that by their terms contemplate performance covenants herein if, prior to the Closing shall survive the Closing for Closing, Purchaser has actual knowledge of any breach of a period of 12 months after the Closing Date. The covenants and agreements representation, warranty or covenant of Seller herein or Purchaser obtains actual knowledge from any estoppel certificates or as a result of written disclosure by Seller or any of Seller’s agents, representatives or employees that contradicts any of Seller’s representations, warranties or covenants herein (and Buyer contained in the representations and warranties of Seller shall be deemed modified thereby to be accurate), and Purchaser nevertheless consummates the transaction contemplated by this Agreement (in which event any such breach or contradiction shall be deemed waived by Purchaser). For purposes of this subsection (b). Purchaser shall have actual knowledge only to the extent of the present actual (as opposed to constructive or imputed) knowledge of Bxxxx Xxxxxxxx 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 termsExxxxx Xxxxxxxxx. (c) The survival periods set forth Closing Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in Sections 8.1(a) this Agreement. All other representations, warranties, covenants and (b) are in lieu ofagreements made or undertaken by Seller under this Agreement, and unless otherwise specifically provided herein, will not survive the parties expressly waive, any otherwise applicable statute of limitations, whether arising Closing Date but will be merged into the Closing Documents delivered at law or in equitythe Closing. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or The Termination Surviving Obligations shall survive termination of the applicable survival period, this Agreement without limitation unless a party delivers a written notice of a claim containing the Claim Information specified period is otherwise provided in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timethis Agreement.

Survival of Representations, Warranties and Covenants. (a) The Subject to the provisions of this Article VIII, each of the representations and warranties of Seller and Buyer contained in this AgreementAgreement or in any other agreement, the Bxxx of Sale exhibit, schedule, certificate, instrument or other writing delivered by or on behalf Seller and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Purchaser pursuant to this Agreement shall survive until the Closing for a period first anniversary of 15 months after the Closing Date; provided, however, that (a) the representations and warranties contained in Section 3.1 (Organization and QualificationSections 3.1(a), Section 3.2 (Authority3.1(c), Section 3.3(a)(i) (No Conflict3.1(h), Section 3.4(a) (Title to Assets3.1(i), Section 3.21 (Brokers3.2(a), 3.2(b), 3.2(f), 3.2(x)(iii) and Section 3.22 (Solvency) (collectively, the “Fundamental Representations”3.2(aa) 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). indefinitely, (b) The covenants and agreements of Seller and Buyer the representations contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to Sections 3.2(v) shall terminate on the Closing Date, and (c) the representation in Section 3.2(w) shall survive until the Closing for a period third anniversary of 12 months after the Closing Date. The covenants and agreements of Seller and Buyer contained set forth 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 the first anniversary of the Closing, provided that (i) the covenants and agreements set forth in accordance with their respective terms. Section 2.3 and Sections 4.3, 4.6 and 4.8 shall survive until the second anniversary of the Closing, (cii) The survival periods the covenants and agreements set forth in Section 5.3 shall survive until the third anniversary of the Closing, (iii) the covenants and agreements set forth in Sections 8.1(a2.2 (with respect to payment of the purchase price), 4.1(d), 4.1(e), 5.2 and 5.3(w) shall survive indefinitely and (biv) the covenants and agreements set forth in Article IX shall survive until such time as there are in lieu ofno Registrable Securities. For convenience of reference, and the parties expressly waivedate upon which any representation or warranty or covenant or agreement shall terminate is referred to herein as the “Survival Date.” Other than any claim or Action made pursuant to Article IX, which shall be governed solely by the provisions of Article IX, no claim or Action arising out of the breach or failure to perform any otherwise applicable statute of limitations, whether arising at law representation or in equity. No claim for breach of warranty or any representation, warranty, covenant or agreement may be brought after expiration of made following the applicable survival periods Survival Date with respect thereto except as and to the extent set forth in Sections 8.1(aSection 8.3(b) and (b); provided that if, at any time prior with respect to the expiration or termination a valid Notice of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timeClaim.

Survival of Representations, Warranties and Covenants. (a) The representations representations, warranties and warranties of Seller and Buyer covenants contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing for a period as follows: (a) Each of 15 months after the covenants contained in this Agreement shall survive the Closing Date; providedand continue in full force and effect, however, that subject to any limitation specifically applicable to such covenant herein. (b) Each of the representations and warranties contained in Section 3.1 3.02 (Organization Power and Qualification), Section 3.2 (Authority), Section 3.3(a)(i3.03 (Enforceability), Section 3.05 (Brokers), and Section 3.07 (Investment Representations), Section 4.02 (Power and Authority), Section 4.03 (Enforceability), Section 4.04(a) (Retail Entities), Section 4.05(a) (Retail Subsidiaries), Section 4.05(c) (No Conflictother Subsidiaries), Section 3.4(a4.11(a) (Title to Assets), Section 3.21 4.15 (BrokersTax Matters), Section 4.30 (No Brokers) and Section 3.22 4.31 (SolvencyNo Fraudulent Conveyance) or in any certificate delivered pursuant to Section 7.11(a) as it relates to any of such representations and warranties (collectively, the “Fundamental Representations”) shall survive the Closing and continue in full force and effect until the later of twenty-four (A24) the five-year anniversary of months following the Closing Date and or sixty (B60) 60 days past following the expiration of the statute any applicable statutes 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 Buyer contained in this Agreement and 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 termslimitations. (c) The survival periods set forth Each of the representations and warranties contained in Sections 8.1(athis Agreement (other than the Fundamental Representations) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equityany certificate delivered pursuant to Section 7.11(a) as it relates to any of such representations and warranties (“Non-Fundamental Representations”) shall survive the Closing and continue in full force and effect until January 31, 2015. No claim may be made for indemnification hereunder for breach of any representationrepresentations, warranty, covenant warranties or agreement may be brought covenants after the expiration of the survival period applicable survival to such representation, warranty and covenant set forth above; provided that if any Buyer or any Seller, as applicable, delivers written notice to another Party of an indemnification claim for a breach of the representations, warranties and covenants within the applicable time periods set forth in Sections 8.1(a) and (b); provided that ifabove, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a such claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration until resolved or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timejudicially determined.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller and Buyer contained in this AgreementAgreement or any certificate delivered pursuant hereto, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Initial First Closing for a period of 15 Date and shall remain in full force and effect until the date that is 12 months after from the Initial First Closing Date; provided, however, that the representations and warranties contained (and indemnification in respect thereof pursuant to Section 8.2 below) (a) of NII Telecom in Section 3.1 4.1 (Organization and Qualificationof the Company), Section 3.2 4.2 (AuthorityAuthorization of Agreement), Section 3.3(a)(i) 4.4 (No ConflictOrganization of the Entities), Section 3.4(a) 4.5 (Capitalization of the Entities), Section 4.6 (Valid Issuance of Preferred Shares), Section 4.8 (Title to Assets), Section 3.21 (BrokersShares), and Section 3.22 4.23 (Solvency) (collectively, the “Fundamental Representations”Voting) shall survive the Initial First Closing indefinitely, and (b) of Investor in Section 5.1 (Organization), Section 5.2 (Authorization of Agreement), and Section 5.6 (Financial Capability) shall survive the Initial First Closing indefinitely, (c) of NII Telecom and Parent in Section 4.28 (Organization), Section 4.29 (Authorization of Agreement) and Section 4.33 (Broker’s or Finder’s Fee) shall survive the Initial First Closing indefinitely, (d) Section 8.2(e) shall survive the Initial First Closing until the later of (A) the five-year anniversary of the Closing Date date that is 24 months following Initial First Closing, and (Be) 60 days past Section 8.2(f) shall survive the expiration of Initial First Closing until 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 Second Closing. All covenants and agreements of Seller the Parties contained herein, which by their terms contemplate actions or impose obligations for a period of time, shall survive the Initial First Closing Date for the period contemplated or specified therein and Buyer the obligations on the Parent pursuant to Section 2.5 shall survive indefinitely. All other covenants and agreements contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Initial First Closing for a period of Date until the date that is 12 months after from the Initial First Closing Date. The covenants and agreements of Seller and Buyer contained Notwithstanding the foregoing, any claims asserted in this Agreement and good faith with reasonable specificity (to 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(aextent known at such time) and (b) are in lieu of, and writing by notice from the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of non-breaching party to the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time breaching party prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and obligations of the parties made in this Agreement shall survive Closing, as follows: (a) The representations and warranties of Seller and Buyer contained set out in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for a period of 15 months after the Closing DateSections 3.1(Organization; provided, however, that the representations and warranties contained in Section 3.1 (Organization and QualificationStanding; Authorization; Capacity), Section 3.2 3.3 (AuthorityTax Matters), Section 3.3(a)(i) (No Conflict), Section 3.4(a3.5(a) (Title to Assets), 3.10 (Preneed and Trust Accounts and Endowment Care Funds), 3.12 (Environmental Matters), 3.13 (Compliance with Laws), 3.14(e) (Real Estate Taxes) (claims with respect to any of the foregoing representations and warranties referred to herein as “Special Claims”) and 4.1 (Authority), for a period equal to the statute of limitations pertaining to breach of written agreements in the State of Delaware; (b) All other representations and warranties made in this Agreement, for a period of two (2) years following Closing; (c) All covenants, agreements and obligations made in this Agreement which by their terms, are required to be performed at or prior to Closing, for a period of one (1) year following Closing, all other covenants, agreements and obligations made in this Agreement, except for the Special Covenants (as hereinafter defined), for a period equal to the statute of limitations pertaining to written agreements in the State of Delaware, unless otherwise specified herein; and (d) Buyer’s assumption of the Assumed Liabilities set forth in Section 3.21 1.4.1, Seller’s retention of the Retained Liabilities in Section 1.4.2 and the covenants set forth in Section 5.8 (BrokersPost Closing Access and Cooperation), Section 5.24 (Wrongful Burial Resolution) and Section 5.25 (Post-Closing Tax Matters) (collectively the “Special Covenants”), and Section 3.22 9.4 (Solvency) (collectivelySeller’s Broker), without limitation. Notwithstanding anything else herein to the contrary, 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 Buyer contained in this Agreement and 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 indemnification obligations set forth in Sections 8.1(a) this Article VIII for breaches of representations and (b) are warranties and covenants shall remain in lieu of, full force and effect until the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) date for such representations and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully warranties and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timecovenants.

Survival of Representations, Warranties and Covenants. The Indemnifying Parties’ liability for Damages resulting from the breach of any covenant, to the extent to be performed pre-Closing under this Agreement, or breach of any representations or warranties under this Agreement, shall terminate eighteen (18) months following the Closing Date and, thereafter, shall cease to be of any force or effect, with the exception of the foregoing: (a) The claims for indemnification based on breaches of representations and warranties of Seller and Buyer contained in this Agreementconnection with Section 2.15 (Taxes), the Bxxx of Sale and Assignment and Assumption AgreementsSection 2.16 (Employee Plans); Section 2.20 (Environmental), and any Specified Indemnity Obligation shall terminate and shall cease to be of any force or effect sixty (60) days after the Intellectual Property Assignments applicable statute of limitations for claims related to the particular matter has expired (the “Indemnification Ancillary Agreements” Statute of Limitation Claims”); and (b) shall survive claims for indemnification based on the Closing for a period following: breaches of 15 months after the Closing Date; provided, however, that the representations and warranties contained in connection with Section 3.1 2.1 (Organization Corporate Organization, Standing and QualificationPower), Section 3.2 2.2 (Capitalization), Section 2.3 (Authority), Section 3.3(a)(i) 2.4 (No ConflictOwnership and Title to Interests); Section 2.24 (Brokers or Finders), Section 3.4(a) 3.1 (Title to AssetsPower and Authority; Execution and Validity); Section 4.1 (Corporate Organization, Standing and Power); Section 3.21 4.2 (BrokersAuthority), ; and Section 3.22 Fraud shall terminate on the ten (Solvency) 10)-year anniversary of the Closing (collectively, the “Fundamental RepresentationsTen-Year Claims”) ). The Statute of Limitation Claims and Ten-Year Claims are collectively the “Surviving Claims.” Unless otherwise specified herein, to the extent that any covenants in this Agreement describe performance by the parties hereto from and after the Closing, such covenants 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 such covenants are fully performed by the applicable party party, waived by the beneficiaries thereof or the pendency of any legal dispute resolution process)terminate as provided for herein. (b) The covenants and agreements of Seller and Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. None of the representations or warranties or (aother than Article II, Article III and Article XI and Sections 7.1, 7.2, 7.3, 8.3, 8.4 and 8.5(g)) The representations and warranties of Seller and Buyer the covenants or agreements contained in this Agreement, or in any certificate delivered by any of the Bxxx of Sale and Assignment and Assumption Agreementsparties hereto at the Closing, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for a period Effective Time. In furtherance of 15 months the foregoing, Buyer and Merger Sub hereby waive, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against the Company or any of the persons described in the last sentence of Section 11.16 (with respect to the Company) relating to the subject matter of this Agreement based upon predecessor or successor liability, contribution, tort, strict liability or any Law or otherwise, except in the case of Fraud. Without limiting the generality of the foregoing: (a) Buyer and Merger Sub hereby waive any statutory and common law remedies, including remedies that may be available under Environmental Laws, with respect to matters relating to the transactions contemplated by this Agreement (including with respect to any environmental, health or safety matters), except in the case of Fraud; (b) after the Closing Date; provided, howevernone of Buyer, that Merger Sub or their respective Affiliates may seek 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 rescission 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 transactions contemplated by the applicable party or the pendency of any legal dispute resolution process). (b) The covenants and agreements of Seller and Buyer contained in this Agreement and 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.Agreement; (c) The survival periods the provisions of and the limitation of remedies provided in this Section 11.1 were specifically bargained for between the parties hereto and were taken into account by the parties hereto in arriving at the Merger Consideration; (d) the parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the Merger and the other transactions contemplated hereby exclusively in contract pursuant to the express terms and provisions of this Agreement; (e) the parties hereto hereby agree that no party hereto shall have any remedies or causes of action (whether in contract or in tort) for any statements, communications, disclosures, failures to disclose, representations or warranties not set forth in Sections 8.1(athis Agreement; and (f) and (b) are in lieu of, the parties hereto each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations and the parties expressly waive, hereto specifically acknowledge that no party hereto has any otherwise applicable statute special relationship with another party hereto that would justify any expectation beyond that of limitations, whether arising at law or an ordinary buyer and an ordinary seller in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timean arm’s-length transaction.

Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and obligations of the parties made in this Agreement shall survive Closing, as follows: (a) The representations and warranties of Seller and Buyer contained set out in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) shall survive the Closing for a period of 15 months after the Closing DateSections 3.1(Organization; provided, however, that the representations and warranties contained in Section 3.1 (Organization and QualificationStanding; Authorization; Capacity), Section 3.2 3.3 (AuthorityTax Matters), Section 3.3(a)(i) (No Conflict), Section 3.4(a3.5(a) (Title to Assets), 3.10 (Preneed and Trust Accounts and Endowment Care Funds), 3.14(e) (Real Estate Taxes) (claims with respect to any of the foregoing representations and warranties referred to herein as “Special Claims”) and 4.1 (Authority), for a period equal to the statute of limitations pertaining to written agreements in the State of Delaware; (b) All other representations and warranties made in this Agreement, for a period of two (2) years following Closing; (c) All covenants, agreements and obligations made in this Agreement which by their terms, are required to be performed at or prior to Closing, for a period of one (1) year following Closing, all other covenants, agreements and obligations made in this Agreement, except for the Special Covenants (as hereinafter defined), for a period equal to the statute of limitations pertaining to written agreements in the State of Delaware, unless otherwise specified herein; and (d) Buyer’s assumption of the Assumed Liabilities set forth in Section 3.21 1.4.1, Seller’s retention of the Retained Liabilities in Section 1.4.2 and the covenants set forth in Section 5.8 (BrokersPost Closing Access and Cooperation), Section 5.29 (Wrongful Burial Resolution), Section 5.31 (Bonded Preneed Agreements) and Section 5.32 (Post-Closing Tax Matters) (collectively the “Special Covenants”), and Section 3.22 9.4 (Solvency) (collectivelySeller’s Broker), without limitation. Notwithstanding anything else herein to the contrary, 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 Buyer contained in this Agreement and 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 indemnification obligations set forth in Sections 8.1(a) this Article VIII for breaches of representations and (b) are warranties and covenants shall remain in lieu of, full force and effect until the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) date for such representations and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully warranties and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timecovenants.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller any of the Company, Sellers and Buyer contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing for a period of 15 and continue in full force and effect until the date that is eighteen (18) months after from the Closing Date; provided, however, that (a) the representations and warranties of the Company contained in Section 3.1 3.10 (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”Tax Matters) shall survive the Closing until the later of date that is ninety (A90) the five-year anniversary of the Closing Date and (B) 60 days past after 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). underlying matter; and (b) The covenants the representations and agreements warranties of Seller and Buyer the parties contained in this Agreement Sections 3.1 (Organization, Qualification and the Indemnification Ancillary Agreements that Corporate Power), 3.2 (Capitalization), 3.7 (Title to Assets), 3.24 (Brokers’ Fees), 4.1 (Authorization), 4.3 (Shares; Options), 4.5 (Brokers’ Fees), 5.1 (Organization of Buyer), 5.2 (Authorization) and 5.5 (Brokers’ Fees), and claims arising directly out of fraud, intentional misrepresentation or an intentional and knowing breach of any covenant set forth herein, shall survive without limitation. All covenants or other agreements herein which by their terms contemplate performance prior are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date, shall survive the Closing in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate, except that claims for a period indemnification in respect of 12 any breach thereof shall terminate on the date that is eighteen (18) months after from the Closing Date. The covenants Any claim for indemnification pursuant to this Article IX with respect to any of such matters which is not asserted by written notice containing sufficient detail (including a reference to the section and agreements subsection of Seller this Agreement pursuant to which indemnification is being sought) as to allow the claim to be evaluated (and Buyer contained including the estimated amount of such claim) (a “Claims Notice”) given as herein provided within the ninety (90) day period immediately following the periods of survival specified in this Agreement Section 9.1 may not be pursued and is hereby irrevocably waived after such time. Any such Claims Notice shall be delivered to the Sellers’ Representative and the Indemnification Ancillary Agreements that Escrow Agent at the same time and by their terms contemplate performance in whole or in part after the Closing shall survive until performed in accordance with their respective termssame method of delivery pursuant to Section 12.5. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations All representations, warranties, pre-closing covenants and warranties obligations of Seller Transferor, including with respect to the Facility, on the one hand, and Buyer Transferee, on the other hand, contained in this Agreement, OTA or in any document to be executed and delivered pursuant to this OTA at the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Closing shall survive the Closing for a period such Facility for eighteen (18) months and automatically terminate thereafter without any action on the part of 15 months any Party hereto; provided, however, that (a) the representations and warranties set forth in Sections 4.1 (Corporate), 4.7 (Encumbrances), 4.19 (Broker), 5.1 (Corporate), and 5.3 (Broker) shall survive indefinitely after the Closing for such Facility, (b) the representations and warranties set forth in Sections 4.4 (Taxes), shall survive until thirty (30) days after the expiration of the statute of limitations period (including all extensions thereof) applicable to the underlying subject matter being represented, and (c) the representations and warranties set forth in Sections 4.5 (Employee Benefit Plans) and 4.8 (Healthcare) shall survive until the three-year anniversary of the Closing Date for such Facility. The representations and warranties contained in Sections 4.1, 4.4, 4.7, 4.19, 5.1, and 5.3 are sometimes collectively referred to herein as the “Fundamental Representations.” Except as otherwise set out in this OTA, post-Closing covenants and obligations of the Parties shall survive the Closing Date for such Facility for three (3) years and automatically terminate without any action on the part of any Party hereto; provided, however, that (a) non-monetary obligations for access and/or retention of records, confidentiality, general cooperation, delivery of property received belonging to the other Party, and further assurances, shall survive for the Closing Date for the period of the statute of limitations or the specific period set forth herein, (b) Transferee’s obligations with respect to Assumed Liabilities will survive the Closing Date for the period of the underlying obligation plus the relevant statute of limitations (including all extensions thereof) applicable for such Assumed Liability, and (c) Transferor’s obligations with respect to Retained Liabilities will survive the Closing Date for the period of the underlying obligation plus the relevant statute of limitations (including all extensions thereof) applicable for such Retained Liability. Notwithstanding the foregoing, any covenant, obligation, 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 10.1 (such time, the “Expiration Date”) if a Notice of Indemnification shall have been given to the applicable Indemnifying Party on or before the applicable Expiration Date; provided, however, that such survival shall automatically expire if Indemnified Party does not bring a judicial action against Indemnifying Party within one hundred eighty (180) days following 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)Expiration Date, and Section 3.22 (Solvency) (collectivelyfurther, in the absence of the filing of such an action, the “Fundamental Representations”Escrow shall be released one hundred eighty (180) shall survive days after the Closing until the later of (A) the fivethree-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)Date. (b) The covenants and agreements of Seller and Buyer contained in this Agreement and 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such time.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of Seller made by the Saratoga Sellers and Buyer contained the Company in this AgreementArticle II hereof, the Bxxx of Sale Management Sellers in Article IIA hereof and Assignment and Assumption Agreementsthe Purchaser in Article III hereof, and the Intellectual Property Assignments (covenants and other agreements contained herein to be fully performed or complied with at or prior to the “Indemnification Ancillary Agreements” ) Closing Date, shall survive the Closing for a period of 15 Date until that date which is eighteen (18) months after the Closing Date, whereupon they shall expire notwithstanding any investigation at any time made by or on behalf of the other party; provided, however, that the representations and warranties contained in Sections 2.1 (Membership Interests), Section 3.1 2.3 (Organization Authority Relative to this Agreement and QualificationRelated Matters), Section 2.8 (Employee Benefit Plans), Section 2.13 (Compliance with Environmental Laws), Section 2.11 (Properties), Section 2.14 (Labor and Employment Matters), Section 2.15 (Tax Returns, Audits and Liabilities), Section 2.1A (Membership Interests), Section 2.3A (Authority Relative to this Agreement and Related Matters), Section 3.2 (AuthorityAuthorization), 3.5 (SEC Reports), Section 3.3(a)(i) 3.7 (No ConflictValidity of TWW Stock), Section 3.4(a) 3.9 (Title to AssetsTax Returns, Audits and Liabilities), Section 3.21 3.18 (BrokersCompliance with Environmental Laws), Section 3.19 (Employee Benefit Plans), and Section 3.22 3.20 (Solvency) (collectively, the “Fundamental Representations”Labor and Employment Matters) 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 Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing for a period of 12 date which is 48 months after the Closing Date. The covenants All representations and agreements of Seller and Buyer contained warranties related to any claim asserted in this Agreement and writing prior to 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 otherwise applicable statute of limitations, whether arising at law or in equity. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the applicable survival periods set forth in Sections 8.1(a) and (b); provided that if, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice period shall survive the expiration or termination of the applicable survival period (but only with respect to such claim) until such time as such claim shall be resolved and payment in respect thereof, if any is fully and finally resolvedowing, and no Person shall assert that any shorter statute of limitations period applies prior to such time.be made..

Survival of Representations, Warranties and Covenants. (a) The representations It being the intent of the Parties to modify the applicable statutes of limitation, the representations, warranties and warranties of Seller and Buyer covenants contained in this Agreement, the Bxxx of Sale and Assignment and Assumption Agreements, and the Intellectual Property Assignments (the “Indemnification Ancillary Agreements” ) Agreement shall survive the Closing as follows: (a) all post-closing covenants contained in this Agreement shall survive the Closing until fully-performed and all pre-Closing covenants shall survive the Closing in accordance with the terms of such covenant or agreement, and claims with respect thereto shall survive for a period of 15 eighteen (18) months after the Closing Date; providedDate (such period, however, that the “Setoff Period”); (b) the representations and warranties contained in Section Sections 3.1 (Organization and QualificationTitle to Company Interests), Section 3.2 3.3 (Power and Authority), Section 3.3(a)(i) 3.4 (Consents and Approvals; No ConflictViolation), Section 3.4(a) 3.6 (Title to AssetsBrokers’ Fees), Section 3.21 4.1 (Consents and Approvals; No Violation), 4.9 (Tax Matters), 5.2 (Power and Authority) and 5.5 (Brokers), and Section 3.22 (Solvency’ Fees) (collectively, the “Fundamental Representations”) shall survive the Closing until the later terminate and be of (A) the five-year anniversary of the Closing Date no further force and (B) 60 days past effect on the expiration of the applicable statute of limitations applicable to matters covered thereby plus sixty (after giving effect to any waiver or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process).60) days; and (bc) The covenants all other representations and agreements of Seller and Buyer warranties contained in this Agreement shall terminate and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing for a period be of 12 months no further force and effect 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 otherwise applicable statute of limitations, whether arising at law or in equitySetoff Period. No claim may be made for indemnification hereunder for breach of any representationrepresentations, warranty, covenant warranties or agreement may be brought covenants after the expiration of the survival period applicable survival to such representation, warranty and covenant set forth above; provided, however, that if Buyer or Seller, as applicable, delivers written notice to the other party of an indemnification claim for a breach of the representations, warranties and covenants (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification) within the applicable time periods set forth in Sections 8.1(a) and (b); provided that ifabove, at any time prior to the expiration or termination of the applicable survival period, a party delivers a written notice of a such claim containing the Claim Information in accordance with Section 8.4(a), then the claim asserted in such notice shall survive the expiration until resolved or termination of the applicable survival period until such time as such claim is fully and finally resolved, and no Person shall assert that any shorter statute of limitations period applies prior to such timejudicially determined.