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

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIII.

Survival of Representations, Warranties and Covenants. The representations representations, warranties and warranties of the Seller and the Buyer covenants contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve as follows: (12a) months after all covenants contained in this Agreement shall survive the Closing Date; provided that until fully performed; (ib) the representations and warranties of the Seller contained in Section 3.14 5.15 (Taxes) (such representations and warranties, the “Tax Representations”Matters) shall survive the Closing until thirty (30) days after following the expiration of the applicable statute of limitations (including any extensions thereto) and extension thereof); (iic) the representations and warranties of the Seller contained in Section 3.15 4.1 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and QualificationCorporate Status), Section 3.2 4.2 (Power and Authority), Section 3.4 4.3 (Transferred AssetsEnforceability), Section 4.4 (Capitalization; Stock Ownership), Section 4.10 (Brokers), Section 5.1 (Corporate Status), Section 5.2 (Power and Authority), Section 5.3 (Enforceability), Section 5.4 (Capitalization; Stock Ownership), Section 5.5 (Subsidiaries), Section 5.22 (No Brokers), Section 6.1 (Organization and Authority of the Shareholder), Section 6.2 (Stock Ownership) and Section 3.21 6.5 (Brokers) shall survive the Closing indefinitely or until the latest date permitted by Law (such representations collectively and warrantiestogether with Section 5.15 (Tax Matters), the “Fundamental Representations”) and (b) the Buyer representations and warranties contained in Section 4.1 5.11(b) (Organization Sufficiency of and QualificationTitle to Assets), Section 4.2 5.14 (AuthorityEmployee Benefit Plans), Section 4.5 5.18 (BrokersAffiliated Transactions), Section 5.20 (Intellectual Property), Section 5.27 (Other Regulatory Matters) and Section 4.6 5.28 (Buyer’s Investigation and Reliance), in each case, Health Care Law Matters) shall survive the Closing indefinitely. The covenants and agreements terminate and be of no further force and effect on the Seller date that is three (3) years after the Closing Date (collectively the “Significant Representations”); and (d) all other representations and the Buyer warranties contained in this Agreement Agreement, shall survive terminate and be of no further force and effect on the Closing for a period of twelve date that is fifteen (1215) months after the Closing Date, except . No claim may be made for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim indemnification hereunder for breach of representation any representations, warranties or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to covenants after the expiration of the survival period applicable survival period, the claim with respect to such representation, warranty and covenant set forth above; provided, that if a Buyer Indemnitee or covenant shall continue indefinitely until a Seller Indemnitee, 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 is finally for indemnification and, if known, an estimate and calculation of the amount of Losses resulting therefrom) within the applicable time periods set forth above, such claim shall survive until resolved pursuant to or judicially determined. The representations and warranties in this Article VIIIAgreement or in any other documents and agreements executed and delivered in connection with this Agreement shall in no event be affected by an investigation, inquiry or examination made for or on behalf of any party, or the knowledge of any party’s officers, directors, managers, equityholders, employees or agents or the acceptance by a party of any certificate hereunder.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the Seller and the Buyer agreement contained in this Agreement and or in any certificate agreement or other document delivered pursuant hereto shall survive the Closing for a period of and be enforceable until such covenant or agreement has been fully performed. The representations and warranties contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing until the date that is twelve (12) months after the Closing DateDate 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; provided that provided, that, the foregoing limitations on survival shall not apply to (i) claims based on criminal matters, fraud or intentional misrepresentation (“Fraud Claims”), which shall survive without limitation (and in no event less than six years) or (ii) claims based on Breaches of the representations and warranties of the Seller contained set forth in Section 3.14 (x) Sections 3.2 (Authority), 3.4 (Capitalization), 3.8 (Company Plans), 3.10 (Taxes) and 3.15 (such representations Environmental and warranties, Safety Matters) (the “Tax Fundamental Representations”), and claims based on Section 9.1(a)(iv) (Taxes), which shall survive the Closing until thirty days after the expiration date on which the underlying statute of the limitations expires (or if there is no applicable statute of limitations relating thereto, such representation and warranty shall survive indefinitely) (including any extensions thereto) and collectively, the claims described in this clause (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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental RepresentationsExcluded Claims”) 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any Indemnified Party may bring a claim hereunder for breach potential or contingent Damages notwithstanding the fact that the full amount of representation such potential or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice contingent Damages is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIInot readily determinable.

Survival of Representations, Warranties and Covenants. The All representations and warranties of made by the Seller and the Buyer contained parties in this Agreement Agreement, or in connection with the negotiation, execution and any certificate delivered pursuant hereto performance of this Agreement, shall survive the Closing until the earlier of (i) the completion of the Surviving Corporation’s audit for a period of 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 provided, however, that notwithstanding anything to the contrary set forth herein, (i) the all 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, further, that the representations and warranties of (a) the Seller in Section Sections 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 3.3 (Transferred AssetsSubsidiaries and Investments), 3.16 (Environmental Matters) (collectively, along with Sections 3.5 (Capitalization) and Section 3.21 (Brokers) (such representations and warrantiesFinancial Advisors), the “Company 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, Article VI shall survive the Closing indefinitely. The covenants and agreements of until the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve date that is thirty-six (1236) months after the Closing DateDate 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 date that is twenty-four (24) months after the Closing Date and shall expire on such date. The waiver of any condition based on the accuracy of any representation or warranty, except for those 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 Parties to complete the Closing, each Party shall be entitled to rely upon the representations and warranties set forth herein, and none of such representations and warranties shall be deemed waived or modified in any respect by reason of any such investigation or audit. All covenants and agreements that contained herein which by their terms contemplate performance in whole actions or in part after impose obligations following the Closing, which Closing shall survive the Closing and remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 accordance with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIItheir terms.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in Articles II, III and IV of this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve hereunder and shall continue in effect notwithstanding any knowledge of, or any investigation by or on behalf of, the Buyer, the Company or the Parent, as the case may be, until eighteen (1218) months after following the Closing Date; provided , except that (ia) the representations and warranties of the Seller contained set forth in Section 3.14 3.22 (Taxes) (such representations Environmental Laws and warranties, the “Tax Representations”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 thirty the date which is sixty (60) days after the expiration of the applicable relevant statute of limitations (including any extensions thereto) limitations, and (iic) the representations and warranties of the Seller contained set forth in Section 3.15 Sections 2.1 (Environmental Matters) (such representations Due Authorization and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; providedExecution), further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualificationof the Company), Section 3.2 (AuthorityDue Authorization and Execution), Section 3.4 3.3 (Transferred Capitalization and Corporate Records of the Company), 3.13 (Assets), 4.1 (Due Authorization and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”Execution) and (b) the Buyer in Section 4.1 4.2 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (Brokersof the Buyer) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, shall survive the Closing indefinitelyin 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. The All covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant until they are performed or agreement is required to be performed. The survival periods set forth herein are until they lapse in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 accordance with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIItheir respective terms.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the Seller and the Buyer agreement contained in this Agreement and or in any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in to this Agreement shall survive the Closing for a period of and be enforceable until such covenant or agreement has been fully performed. All representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Closing until the date that is twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performedthereafter expire. The limitations on survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.19.3 shall not apply to (a) the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority 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 applicable statute of limitations, (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 (d) claims based on criminal matters, fraud or Willful Breach, which shall survive without limitation. Notwithstanding No claim may be made for indemnification hereunder for breach of any representations, warranties or covenants after the foregoingexpiration of the survival period applicable to such representation, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to warranty and covenant set forth above; provided that, any representation, warranty or covenant with respect to which a claim has been made for a breach thereon prior to the expiration any of the applicable survival periodforegoing dates shall, the claim only with respect to such representationclaim, warranty or covenant shall continue indefinitely survive until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The 3.5.1 All representations and warranties of made by the Seller and the Buyer contained Vendors in this Agreement and any certificate in the officer certificates delivered pursuant hereto to Section 5.1.1(a) shall survive the Closing for a period of twelve as follows: (12) months after the Closing Date; provided that (ia) the representations and warranties set forth in 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 the Seller contained in Section 3.14 Schedule 3.1 (Taxes) (such representations and warrantiescollectively, the “Tax Vendor Fundamental Representations”) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations without time limit; (including any extensions thereto) and (iib) 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 Seller contained Closing and continue for a period ending ninety (90) days following the expiration of all prescription periods pursuant to applicable Laws, including, in Section 3.15 (Environmental Matters) (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 “Environmental 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 five twenty-four (524) years after months from the Closing Date; provided. After such periods, further, that 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 (a) this Agreement. 3.5.3 The covenants, obligations and agreements of each Party contained in this Agreement and in any Closing Document, as well as the Seller right of the Purchaser Indemnified Parties to make Claims in respect of Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”7.1.1(c) and (b) the Buyer right of the Vendor Indemnified Parties to make Claims in respect of Section 4.1 (Organization and Qualification7.2.1(c), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, shall survive the Closing indefinitely. The covenants and agreements continue without time limit. 3.5.4 Notwithstanding anything herein contained to the contrary, in the case of the Seller and the Buyer contained in this Agreement shall survive the Closing for any breach by a period Party of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder involving fraud, intentional or gross fault, there shall be deemed to have accrued as no time limitation on the right of the Closing, and absent fraud, no such claim for other Parties to bring any Claim in respect of such breach may and to be brought outside of the survival periods set forth indemnified in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIthereof.

Survival of Representations, Warranties and Covenants. Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may be aware of in respect thereof, each of the representations and warranties made hereunder or pursuant hereto or in connection with the transactions contemplated by this Agreement shall survive the Closing and not be affected by any such investigation or awareness. The representations and warranties of the Seller and the Buyer contained set forth in this Agreement and any certificate delivered pursuant hereto shall survive will terminate at 11:59 p.m. Pacific time on the Closing for a period of twelve (12) date that is 18 months after the Closing Date; provided Date except that such 18-month time limitations shall not apply to: (ia) any claims for fraud pursuant to Section 9.13, which will survive until the expiration of the applicable statue of limitations, (b) any of the following claims or to Buyer's rights to recover on such claims, with any representations and warranties of the Seller contained in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”) shall survive the Closing relating thereto surviving until thirty days after the expiration of the applicable statute of limitations limitations: (including i) claims for breaches of any extensions theretorepresentations and warranties contained in Section 3.1(h) (relating to Taxes of Seller), and (ii) the claims for breaches of any representations and warranties of the Seller contained in Section 3.15 (Environmental Matters3.1(q) (such relating to employee benefit matters of Seller), (c) claims for breaches of any representations and warranties the “Environmental Representations”contained in Section 3.1(r) (relating to environmental matters of Seller), shall survive for a period of until the date that is five (5) years after the Closing Date; provided, furtherand (d) any of the following claims or to Buyer's or Seller's rights to recover on such claims, that the with any representations and warranties relating thereto surviving indefinitely: (i) claims for breaches of (a) the Seller any representations and warranties contained in Section 3.1 3.1(a) (Organization and Qualificationrelating to organizational matters of Seller) or Section 3.2(a) (relating to organizational matters of Buyer), (ii) claims for breaches of any representations and warranties contained in Section 3.2 3.1(b) (Authority), relating to authority of and due execution by Seller) or Section 3.4 3.2(b) (Transferred Assetsrelating to authority of and due execution by Buyer), and (iii) claims for breaches of any representations and warranties contained in the second sentence of Section 3.21 (Brokers3.1(t) (relating to the Acquired Assets). Following the date of termination of a representation or warranty, no claim can be brought with respect to a breach of such representations representation or warranty, but such termination shall not affect any claim for a breach of a representation or warranty that was asserted pursuant to a Claim Notice before the date of termination. To the extent that such are performable after the Closing, each of the covenants and warranties, the “Fundamental Representations”) agreements contained in this Agreement 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, other Transaction Document shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained until its performance is completed in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 accordance with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIits terms.

Survival of Representations, Warranties and Covenants. The (a) Except as otherwise provided in this Section 8.3, all representations and warranties of the Seller contained herein, and the Buyer contained right to assert claims hereunder in this Agreement and any certificate delivered pursuant hereto respect thereof, shall survive the Closing for a period (and the delivery of twelve (12any other Transaction Agreement) months after and shall expire on the 18-month anniversary of the Closing Date; provided that . (ib) Notwithstanding Section 8.3(a) above, the representations and warranties of the Seller contained made in Section 3.14 Sections 4.1 (TaxesOrganization), 4.2 (Authority; Enforceability), 4.3 (Capitalization and Subsidiaries), 4.8(c) (such representations Title to Assets), 4.10 (Tax Matters), 4.11 (Applicable Laws and warrantiesPermits), 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 4.14 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 4.16 (Employee Benefit Plans), 4.18 (Brokers), 5.1 (Organization) and 5.2 (Authority), Section 3.4 (Transferred Assets; Enforceability), and Section 3.21 5.4 (Brokers) (such representations and warrantiescollectively, the “Fundamental Representations”) and (b) the Buyer in Section 4.1 (Organization and Qualification), Section 4.2 (Authority)and claims for Fraud, Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), the right to assert claims hereunder in each caserespect thereof, shall survive the Closing indefinitely. The covenants and agreements of the Seller (and the Buyer delivery of any other Transaction Agreement) and shall survive for the longest period allowed by Applicable Law. (c) Notwithstanding anything to the 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 giving of notice in accordance with Section 9.1 and 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 or repose with respect to any such matter. Under no circumstances shall the fact that Losses are still being or may in the future be incurred be a basis for postponing or delaying satisfaction of any Indemnitee’s right to be indemnified in respect of indemnifiable Losses that have already been incurred. (d) Notwithstanding anything herein to the contrary, all covenants, agreements or obligations contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waivedelivery of any other Transaction Agreement) in accordance with their respective terms and conditions, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closingif not so stated, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIindefinitely.

Survival of Representations, Warranties and Covenants. The representations and warranties of contained herein and all covenants and agreements which by their terms are to be performed at or prior to the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto Closing shall survive the Closing for a period of twelve (12) months after the Closing Dateand shall thereupon terminate on April 30, 2014; provided provided, however, that (i) the representations and warranties of the Seller contained set forth in Section 3.14 3.1 (TaxesOrganization, Etc.), Section 3.2 (Authority Relative this Agreement , Etc.), Section 3.3 (Capitalization), Section 3.16 (Brokers), Section 4.1 (Corporate Organization and Standing), Section 4.2 (Authority Relative this Agreement , Etc.) and Section 4.4 (Brokers) (such representations and warrantiescollectively, the “Tax "Fundamental Representations”") shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) and indefinitely, (ii) the representations and warranties of the Seller contained set forth 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification3.10(k), Section 3.2 (Authorityl), Section 3.4 (Transferred Assetsm), and Section 3.21 (Brokers) n), (such representations and warranties, the “Fundamental Representations”q) and (br) 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 indefinitelyuntil April 30, 2019 and (iii) the other representations and warranties set forth in Section 3.10 and representations and warranties in Section 3.12 shall not survive the Closing. The All covenants and agreements of contained herein which by their terms contemplate actions or impose obligations following the Seller Closing (including Section 5.21(e) and the Buyer contained in this Agreement Section 6.1) shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants until fully performed and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect in accordance with their terms; provided that, for a period the avoidance of twelve doubt, (12x) months following the date by which such covenant or agreement is required obligations of Buyer to be performed. The survival periods set forth herein are in lieu ofassume, and to indemnify the parties expressly waiveDuPont Indemnified Parties for, any otherwise applicable statute the Assumed Liabilities shall survive the Closing indefinitely, (y) the obligations of limitations. Any claim DuPont to retain, and indemnify the Buyer Indemnified Parties for, the Retained Liabilities shall survive the Closing indefinitely and (z) subject to Section 8.4(d), the obligations of DuPont to indemnify the Buyer Indemnified Parties for breach the Pre-Closing Environmental Liabilities and the Third Party Toxic Tort Liabilities shall each survive, with respect to claims made pursuant to Section 8.4(a)(iv) (Pre-Closing Environmental Liabilities) and Section 8.4(a)(v) (Toxic Tort Liabilities) prior to the fourth (4th) anniversary of representation or warranty hereunder the Closing Date; provided that, with respect to Toxic Tort Liabilities, DuPont's indemnification shall be deemed limited to: (1) in the case of any class action lawsuit that is commenced prior to the fourth (4th) anniversary of the Closing Date, the claims of any member of the class that is certified whether or not such certification occurs prior to such date together with any other class of plaintiffs or actions that is thereafter consolidated with such class, and (2) in the case of any actual lawsuits that have accrued been filed or threatened in writing by private plaintiffs and for which DuPont has received written notice prior to the fourth (4th) anniversary of the Closing Date, only the claims of those plaintiffs who were specifically named in such lawsuits or such written notice as of the Closing, and absent fraud, no such claim for any such breach may be brought outside fourth (4th) anniversary of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIClosing Date.

Survival of Representations, Warranties and Covenants. The representations and warranties (a) Notwithstanding any right of Buyer to investigate the affairs of the Company and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation, Buyer has the right to rely upon the representations, warranties, covenants and agreements of Seller contained in this Agreement. Notwithstanding any right of Seller to investigate the affairs of Buyer and notwithstanding any knowledge of facts determined or determinable by Seller pursuant to such investigation, Seller has the right to rely upon the representations, warranties, covenants and agreements of Buyer contained in this Agreement. Except for the representations and warranties contained in Sections 3.01 (Organization and Standing; Corporate Power; Minute Books), 3.02 (Authorization), 3.04 (Stock Ownership; Subsidiaries), 3.05 (Actions Pending), 3.12 (Taxes), 3.13 (Employee Benefit Matters), 3.22 (Market Conduct Activities), 4.01 (Organization and Standing) and 4.02 (Authorization), all representations and warranties made by Seller or Buyer in Articles III and IV of this Agreement and or in any certificate document, certificate, schedule or instrument delivered pursuant hereto or executed in connection herewith shall survive the Closing for a the period of twelve (12) months two years after the Closing Date; provided that (i) the . The representations and warranties of the Seller contained in Section 3.14 Sections 3.01 (Organization and Standing), 3.02 (Authorization), 3.04 (Stock Ownership), 3.12 (Taxes) ), 3.13 (such representations Employee Benefit Matters), 4.01 (Organization and warrantiesStanding), the “Tax Representations”and 4.02 (Authorization) shall survive the Closing until thirty 30 days after the expiration of the applicable statute all relevant statutes of limitations (including any extensions thereto) and (ii) the all periods of extension, whether automatic or permissive). The representations and warranties of the Seller contained in Section 3.15 3.05 (Environmental MattersActions Pending) and 3.22 (such representations and warranties the “Environmental Representations”Market Conduct) shall survive the Closing for a the period of five (5) years 54 months after the Closing Date; provided, further, that the . The representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive expire on the Closing for a last day of the applicable period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, above and the parties expressly waive, any otherwise applicable statute of limitations. Any claim all claims for inaccuracy or breach of representation or warranty hereunder shall said representations and warranties will be deemed to have accrued as waived unless written notice of the Closing, and absent fraud, no such claim for any such inaccuracy or breach may be brought outside of thereof shall have been given to the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant breaching party prior to the expiration of the applicable survival period, in which event such representation or warranty shall survive to the extent of the claim with respect referred to such representation, warranty or covenant shall continue indefinitely in the notice until such claim is finally resolved pursuant has been resolved. (b) All covenants and agreements made by the parties to this Article VIIIAgreement which contemplate performance following the Closing Date shall survive the Closing Date. All other covenants and agreements shall not survive the Closing Date and shall terminate as of the Closing to the extent that such covenants were performed in accordance with their terms.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and Agreement, or in any certificate or other instrument delivered pursuant hereto to this Agreement (including any Collateral Agreement), shall survive terminate on the Closing for a period Date. The representations and warranties of Seller and 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 first Business Day falling on or after the twelve (12) months after month anniversary of the Closing Date (the “Survival Termination Date”); provided provided, however, that (i) in the representations and warranties event of the fraud or intentional misrepresentation by Seller or Founder of a representation or warranty contained in Section 3.14 (Taxes) (such representations and warrantiesthis Agreement, the “Tax Representations”) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations or in any certificate or other instrument delivered pursuant to this Agreement (including any extensions thereto) Collateral Agreement), as applicable, such representation or warranty shall not terminate 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 Dateindefinitely; providedprovided further, furtherhowever, that the representations and warranties of (ai) the Seller contained in Section 3.1 4.11 (Organization Intellectual Property) shall remain in full force and Qualification)effect until the first Business Day falling on or after the thirty-six (36) month anniversary of the Closing Date, Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokersii) (such representations and warranties, the “Fundamental Representations”) and (b) the Buyer contained in Section 4.1 (Organization and QualificationOrganization), Section 4.2 (Authority), Section 4.5 4.3 (BrokersConflicts), Section 4.4 (Capitalization), Section 4.18 (Employee Matters), Section 4.19 (Labor Matters) and Section 4.6 4.22 (Buyer’s Investigation and Reliance), in each case, shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12Avoidable Transfer; Solvency) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which hereof shall remain in full force and effect for a period until the six (6) year anniversary of twelve the Closing Date (12such representations and warranties identified in this subsection (ii) months following of this Section 7.1, the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of“Fundamental Matters”), and (iii) contained in Section 4.13 (Tax Matters) hereof shall remain in full force and effect until the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to thirtieth Business Day after the expiration of the statute of limitations (including any extensions or waivers thereof) applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such representations and warranties. If a written notice of claim is finally resolved pursuant to this Article VIII7 has been given prior to the applicable Survival Termination Date by Buyer, then the relevant representations and warranties shall continue to survive as to such claim until the 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 statutes of limitations that would otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Covenants. The (a) For the purposes of this Agreement and notwithstanding anything to the contrary in the Merger Agreement, the representations and warranties of the Seller and the Buyer contained in this Agreement the Merger Agreement, and in any certificate delivered pursuant hereto to the terms thereof, and the right to commence any claim for indemnification with respect thereto, shall survive the Closing for a period of twelve eighteen (1218) months after the Closing Datemonths; provided that provided, however; (i) the representations and warranties (A) set forth in Section 4.14 of the Seller contained Merger Agreement and (B) in Section 3.14 any certificate delivered pursuant to the Merger Agreement (Taxes) (to the extent relating to such representations and warrantiesor warranties described in clause (A)), the “Tax Representations”) shall not survive the Closing until thirty days after Closing; (A) the expiration of Buyer Fundamental Representations, (B) the applicable statute of limitations (including any extensions thereto) Company Fundamental Representations and (iiC) the representations and warranties contained in any certificate delivered pursuant to the terms of the Seller contained in Section 3.15 Merger Agreement (Environmental Matters) (to the extent relating to such representations and warranties the “Environmental Representations”described in clause (A) or (B)), shall survive for a period of five not have any expiration date; and (5iii) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller set forth in Section 3.1 (Organization and Qualification)4.17, Section 3.2 (Authority)4.19, Section 3.4 (Transferred Assets)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 Section 3.21 (Brokers) (such the representations and warrantieswarranties set forth in Appendix A of the Merger Agreement, shall survive until one year and one day after the “Fundamental Representations”) and payment in full of all obligations of the applicable securitization trust. (b) For the Buyer purposes of this Agreement and notwithstanding anything to the contrary in Section 4.1 (Organization and Qualification)the Merger Agreement, Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, shall survive the Closing indefinitely. The all covenants and agreements of set forth in the Seller Merger Agreement and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which any Ancillary Agreements shall remain in full force and effect for a period of twelve in accordance with their terms. (12c) months following Notwithstanding the date by which such covenant or agreement is required foregoing, the right to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, commence any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder indemnification pursuant to Section 2.2(b) - (n) shall be deemed to have accrued as survive indefinitely. (d) After the expiration (if applicable) of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival time periods set forth in Section 2.1(a), Section 2.1(b) or Section 2.1(c), any claim for indemnification under this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 Agreement with respect to any representation, warranty or covenant prior to the expiration breach of the applicable representations, warranties, covenants or agreements shall be deemed time-barred, and no such claim shall be made; provided, however, that if written notice of a claim for indemnification shall have been provided to CBNA, on the one hand, or the Buyer, on the other hand, as the case may be, within the applicable survival periodperiod and in accordance with Section 3.1(a), then any representations, warranties, covenants or agreements that are the subject of such claim with respect 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 as to such representation, warranty or covenant shall continue indefinitely claim until such time as such claim is fully and finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. (a) The representations respective representations, warranties and warranties covenants of each of the Seller and the Buyer contained in parties to this Agreement shall be deemed to be material and any certificate delivered pursuant hereto to have been relied upon by the parties hereto, and 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 twelve (12) 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 that ”). Notwithstanding the foregoing, the 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 of those Sections shall continue until the Seller contained in eighty-four (84) 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); (ii) any Indemnity Claim relating to Section 3.14 (Taxes) (such 4.9, it being agreed that the representations and warranties, warranties of that Section shall continue until the “Tax Representations”) shall survive the Closing until thirty days 60th day after the expiration of the applicable statute of limitations (including any extensions theretothereto to the extent that such statute of limitations may be tolled) and applicable to the statute, regulation or other authority which gave rise to such Indemnity Claim; (iiiii) the representations and warranties of the Seller contained in any Indemnity Claim relating to Section 3.15 (Environmental Matters4.20(b) (such representations and warranties but only the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; providedsecond sentence thereof), further, it being agreed that the representations and warranties of that Section shall continue until the thirty (a30) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements month anniversary of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date; (iv) any Indemnity Claim relating to Sections 4.17 or 4.18, except for it being agreed that the representations and warranties of those covenants and agreements 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 extent that by their terms contemplate performance such party or Person asserted in whole or in part after the Closing, which shall remain in full force and effect for writing a period of twelve (12) months following specific Indemnity Claim prior to the date by which such covenant or agreement is required an Indemnity Claim relating to the representations and warranties in question must be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed commenced pursuant to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding 8.1(b), in which event the foregoing, if relevant representations and warranties shall continue in effect and remain a written claim or written notice is given in good faith pursuant to Section 8.4 basis for indemnity with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to each such representation, warranty or covenant shall continue indefinitely asserted Indemnity Claim until such claim Indemnity Claim is finally resolved (pursuant to this Article VIIIa non-appealable order by a court of competent jurisdiction or agreement of Seller and Purchaser).

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller Company, Sellers and the Buyer contained in this Agreement and in any certificate delivered pursuant hereto by any such party shall terminate as of the Closing or upon termination of this Agreement pursuant to Article X, as the case may be; provided that: (i) the representations and warranties of each Seller in Sections 4.01, 4.02, 4.04 and 4.05 (collectively, the "Fundamental Seller Representations") shall survive the Closing for a period of 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 one year; (ii) the representations and warranties of the Seller contained Company 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and QualificationSections 5.01(c), Section 3.2 (Authority5.01(d), Section 3.4 5.02 and 5.04 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warrantiescollectively, the “"Fundamental Company 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve one year; and (12iii) months after the representations and warranties of Buyer in Sections 6.01 (but only the second sentence thereof), 6.02 and 6.06 (collectively, the "Fundamental Buyer Representations") shall survive the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performedone year. The survival periods covenants in this Agreement that apply to any period ending on the Closing shall terminate as of the Closing (other than the covenants set forth herein are in lieu of, Sections 7.01 and the parties expressly waive, first sentence of 7.06(a) which shall also terminate at Closing but with respect to which a claim for breach may be brought within 60 days of the Closing). The covenants in this Agreement that apply to any otherwise applicable statute of limitationsperiod after the Closing shall survive the Closing in accordance with their terms. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 indemnification with respect to (A) any Pre-Signing Matter must be made within 60 days of the Closing and (B) Sale Bonus Losses must be made prior to December 31, 2009. No claim for indemnification hereunder for breach of any representation, warranty or covenant prior to may be made after the expiration of the survival period applicable survival period, the claim with respect to such representation, warranty or covenant covenant; provided, that any representation or warranty in respect of which indemnity may be sought under Section 9.02 or under Section 9.03, and the indemnity with respect thereto, shall continue indefinitely until such claim is finally resolved survive the time at which it would otherwise terminate pursuant to this Article VIIISection 9.01 if reasonably detailed written notice of the breach or potential breach thereof giving rise to such right or potential right of indemnity shall have been given to the Person against whom such indemnity may be sought prior to such time; provided, that, it shall be sufficient for any Buyer Indemnified Party to give notice with respect to any breach or potential breach to the Seller Representative so long as such notice identifies the Seller(s) against whom such indemnity is sought.

Survival of Representations, Warranties and Covenants. The (a) Each of the representations and warranties of the ADMA, Buyer and Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto the Other Agreements and the certificates contemplated hereby shall survive the Closing for a period until the fifteen (15)-month anniversary of twelve (12) months after the Closing Date; provided provided, however, that (i) the representations and warranties of the Seller contained set forth in Section 3.14 4.11 (Taxes) (such and the representations and warranties, the “Tax Representations”warranties of ADMA set forth in Section 4.11 (Taxes) shall survive the Closing until thirty (30) days after following the expiration of the applicable statute of limitations (including any extensions thereto) limitations, and (ii) the representations and warranties of the Seller contained set forth in Sections 4.1 (Organization), Section 3.15 4.2 (Environmental MattersDue Authorization), Section 4.3 (Organizational Documents), Section 4.4 (No Conflicts; Enforceability), Section 4.5 (Title; Sufficiency), Section 4.18(c) (such Kedrion Contract), Section 4.21 (Brokers, Etc.) and Section 4.26 (Ownership of ADMA Securities) (collectively, the “Seller Fundamental Representations”) and the representations and warranties of ADMA set forth in Section 5.1 (Organization), Section 5.2 (Due Authorization), Section 5.3 (No Conflicts; Enforceability), Section 5.9 (Capitalization) and Section 5.22 (Brokers, Etc.) (collectively, the “Environmental ADMA Fundamental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”) and indefinitely. (b) Each of 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 indefinitely. The covenants and agreements of the Seller Parties set forth in this Agreement and the Buyer Other Agreements and the certificates contemplated hereby and thereby that are to be performed on or prior to the Closing Date shall survive the Closing Date until the fifteen (15)-month anniversary of the Closing Date. Each of the covenants and agreements contained in this Agreement shall survive and the Closing for a period of twelve (12) months Other Agreements and the certificates contemplated hereby and thereby that require by their terms performance or compliance after the Closing Date, except for those covenants and agreements that by Date shall continue in force thereafter in accordance with their terms contemplate performance in whole or in part after if no term is specified, indefinitely. (c) For the Closingavoidance of doubt, which this Article XI shall remain in full force and effect for a period not apply to breaches or inaccuracies of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closingrepresentations, and absent fraudwarranties, no such claim for covenants or agreements, or otherwise modify, limit or restrict any such breach may be brought outside of the survival periods indemnification obligations, in each case set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim Commercial Agreements or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIEquity Documents.

Survival of Representations, Warranties and Covenants. The representations and warranties of made by the Seller Saratoga Sellers and the Buyer Company in Article II hereof, the Management Sellers in Article IIA hereof and the Purchaser in Article III hereof, and the covenants and other agreements contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after herein to be fully performed or complied with at or prior to 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve Date until that date which is eighteen (1218) months after the Closing Date, except for those covenants 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 agreements that by their terms contemplate performance warranties contained in whole or in part Sections 2.1 (Membership Interests), Section 2.3 (Authority Relative to this Agreement and Related 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 (Authorization), 3.5 (SEC Reports), Section 3.7 (Validity of TWW Stock), Section 3.9 (Tax Returns, Audits and Liabilities), Section 3.18 (Compliance with Environmental Laws), Section 3.19 (Employee Benefit Plans), and Section 3.20 (Labor and Employment Matters) shall survive until the date which is 48 months after the Closing, which shall remain in full force Closing Date. All representations and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect warranties related to any representation, warranty or covenant claim asserted in writing prior to the expiration of the applicable survival period, the claim period shall survive (but only with respect to such representation, warranty or covenant shall continue indefinitely claim) until such claim shall be resolved and payment in respect thereof, if any is finally resolved pursuant to this Article VIII.owing, shall be made..

Survival of Representations, Warranties and Covenants. The All representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer party contained in this Agreement shall survive the Closing Closing, for a period of twelve ending fifteen (1215) months after from the Closing Date, except for those covenants that: (a) the representations and agreements that by their terms contemplate performance warranties set forth in whole or Sections 3.1 (Organization and Qualification; Subsidiaries), 3.2 (Charter Documents and Bylaws), 3.3 (Capitalization), 3.4 (Authority Relative to this Agreement), 3.19 (State Takeover Laws), 4.1 (Authority Relative to This Agreement) 4.3 (Title to Securities), 5.1 (Organization and Qualification; Subsidiaries), 5.2 (Charter Documents and Bylaws) and 5.3 (Authority Relative to this Agreement) shall survive without limitation; (b) the representations and warranties set forth in part after the Closing, which Section 3.10 (Environmental Matters) shall remain in full force and effect survive for a period of twelve (12) months following ending on the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as fourth anniversary of the ClosingClosing Date; (c) if, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival periodperiod set forth in this Section 9.1, an Indemnified Party notifies the Indemnifying Party in writing of 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 inaccuracy therein or breach thereof that is the basis for such representationclaim, warranty but only to the extent that and for the time period necessary to resolve any claim for indemnification arising from the asserted breach of the representation and warranty; and 57 (d) the survival of the representations and warranties set forth in Section 3.12 shall be governed by 6.12(i). The covenants and agreements contained herein shall survive the Closing without limitation as to time unless the covenant or agreement specifies a term, in which case such covenant or agreement shall continue indefinitely until survive for such claim is finally resolved pursuant to this Article VIIIspecified term.

Survival of Representations, Warranties and Covenants. The representations Each and warranties of the Seller and the Buyer every covenant contained in this Agreement (other than the covenants which by their terms are to be performed by any of the Parties following Closing (collectively, the “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 certificate delivered pursuant hereto shall 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 twelve (12) months after limitations has expired or until the Closing Date; provided that applicable Surviving Covenant expires in accordance with the terms of this Agreement. With the exception of (i) the representations and warranties of the Surviving Seller contained Representations set forth in Section 3.14 3.9 (Taxes) (such representations and warrantiesTax Matters), the “Tax Representations”) which shall survive the Closing until thirty days after the expiration of the applicable statute of limitations with respect to any claim, and (including any extensions theretoii) the Surviving Seller Representations set forth in Section 3.1 (Organization of the Company), Section 3.2 (Authorization), Section 3.3(a) (Capitalization; Subsidiaries), Sections 3.20 and 4.6 (Brokers’ Fees), Section 4.1 (Organization), Section 4.2 (Authorization), and Section 4.3 (Title to Shares), which shall survive indefinitely (clauses (i) and (ii) collectively, the “Fundamental Representations”), the representations and warranties of the Company or any Seller contained in Section 3.15 (Environmental Matters) (such representations this Agreement or in any agreement or document executed and warranties the “Environmental Representations”) delivered pursuant hereto shall survive for a period of five (5) years after eighteen months from the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”) and (b) the . The Surviving 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, Representations shall survive the Closing indefinitely. The covenants obligations of each Party to indemnify and agreements of defend the Seller other Parties and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith other Persons pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to this Article VIII shall terminate upon the expiration of the applicable survival periodperiods as set forth above; provided that to the extent any claims for indemnification in respect of a breach of any such representation or warranty is made on or before the date on which such representation or warranty expires, then such representation or warranty shall survive until the claim with respect to resolution of such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIclaim.

Survival of Representations, Warranties and Covenants. The representations and warranties It being the intent of the Seller Parties to modify the applicable statutes of limitation, the representations, warranties and the Buyer covenants contained in this Agreement and any certificate delivered pursuant hereto 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 twelve eighteen (1218) months after the Closing Date; provided that Date (isuch period, the “Setoff Period”); (b) the representations and warranties of the Seller contained in Section 3.14 Sections 3.1 (TaxesTitle to Company Interests), 3.3 (Power and Authority), 3.4 (Consents and Approvals; No Violation), 3.6 (Brokers’ Fees), 4.1 (Consents and Approvals; No Violation), 4.9 (Tax Matters), 5.2 (Power and Authority) and 5.5 (Brokers’ Fees) (such representations and warrantiescollectively, the “Tax Fundamental Representations”) shall survive the Closing until thirty days after terminate and be of no further force and effect on the expiration of the applicable statute of limitations plus sixty (including any extensions thereto60) and days; and (iic) the all other 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period terminate and be of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full no further force and effect after the Setoff Period. No claim may be made for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim indemnification hereunder for breach of representation any representations, warranties or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to covenants after the expiration of the survival period applicable survival period, the claim with respect to such representation, warranty and covenant set forth above; provided, however, that if Buyer or covenant shall continue indefinitely until 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 is finally for indemnification) within the applicable time periods set forth above, such claim shall survive until resolved pursuant to this Article VIIIor judicially determined.

Survival of Representations, Warranties and Covenants. The All representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve eighteen (1218) months after the Closing DateDate (the “Survival Period”), and shall thereafter expire; provided provided, however, that the Survival Period for the following items shall be as follows: (ia) the representations and warranties set forth in Section 3.2 (Authority for Agreement), Section 3.3 (No Violation to Result), Section 3.4 (Capitalization), Section 3.10 (Taxes), Section 3.22 (Brokers), Section 4.1 (Authority for Agreement), Section 4.2 (No Violation to Result), Section 4.3 (Ownership) and Section 4.4 (Brokers) and the indemnity obligations under Section 9.1(f) (Taxes) and Section 9.1(g) (Tax Losses) shall survive until ninety (90) days after expiration of the Seller contained applicable statute of limitations, including waivers and extensions thereof, (b) the representations and warranties set forth in Section 3.14 (Taxes) (such representations Government Contracts and warranties, the “Tax Representations”Bids) shall survive until the date three (3) years from the Closing until thirty days Date and (c) 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 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitationsSurvival Period. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant which a claim has been duly made under this ARTICLE IX for breach thereof prior to the expiration end of the applicable survival period, the claim with respect Survival Period otherwise applicable to such representation, representation or warranty or covenant shall continue indefinitely survive until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. 7.1 Survival of Representations, Warranties and Covenants. 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 the Seller and the Buyer Company contained in this Agreement and Agreement, the Related Agreements or in any certificate or other instruments delivered pursuant hereto to this Agreement or the Related Agreements, shall survive until 11:59 p.m. California time on the Closing for a period of twelve (12) months after month anniversary of the Closing Date (the “Expiration Date; provided that ”), other than (ia) the representations and warranties of the Seller Company contained in Sections 2.1 (Organization of the Company), 2.1 (Company Capital Structure), 2.3 (Authority) and Section 3.14 2.11 (TaxesTax Matters) hereof (such representations and warrantiestogether, the “Tax Fundamental Representations”) ), which shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) applicable to the subject matter thereof and (iib) the representations and warranties of the Seller Company contained in Section 3.15 2.29 (Environmental Matters) (such representations and warranties the “Environmental Representations”) Website Traffic), which shall survive for a period of five until thirty (530) years days after the Closing Date; provided. The 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 Section 7.1 to the contrary, further(i) if, that at any time prior to 11:59 p.m. California time on the applicable Survival Date, an Officer’s Certificate (as defined in Section 7.5(b)) is delivered alleging Losses and a claim for recovery under Section 7.5(b), then the claim asserted in such notice shall survive the applicable Survival Date until such claim is fully and finally resolved and (ii) claims relating to fraud, intentional misrepresentation or willful breach shall survive indefinitely. The representations and warranties of (a) Parent and Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Seller Closing. All covenants and agreements contained in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warrantiesthis Agreement, the “Fundamental Representations”) and (b) the Buyer Related Agreements or in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), any certificate or other writing delivered pursuant hereto or thereto or in each case, connection herewith or therewith shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall continue to remain in full force and effect for a period of twelve (12) months following in perpetuity after the date by which such covenant or agreement is required to be performedClosing Date, unless they terminate earlier in accordance with their express terms. The survival periods set forth herein are indemnity in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder Section 7.2(e) shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to survive until the expiration of the statute of limitations applicable survival period, to the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIsubject matter thereof.

Survival of Representations, Warranties and Covenants. The representations All representations, warranties, pre-closing covenants and warranties obligations of Transferor, including with respect to the Seller Facility, on the one hand, and Transferee, on the Buyer other hand, contained in this Agreement OTA or in any document to be executed and any certificate delivered pursuant hereto to this OTA at the Closing shall survive the Closing for a period of twelve such Facility for eighteen (1218) months after and automatically terminate thereafter without any action on the Closing Datepart of any Party hereto; provided provided, however, that (ia) the representations and warranties of the Seller contained set forth in Section 3.14 Sections 4.1 (Taxes) Corporate), 4.7 (such representations Encumbrances), 4.19 (Broker), 5.1 (Corporate), and warranties, the “Tax Representations”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 any all extensions theretothereof) applicable for such Assumed Liability, and (iic) 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 (BuyerTransferor’s Investigation and Reliance), in each case, shall obligations with respect to Retained Liabilities will survive the Closing indefinitely. The covenants and agreements Date for the period of the Seller and underlying obligation plus the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable relevant statute of limitations. Any claim limitations (including all extensions thereof) applicable 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 such breach may be brought outside of the survival periods set forth in this Section 8.1Retained Liability. Notwithstanding the foregoing, if a written claim any covenant, obligation, representation or written notice is given warranty in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to of which indemnity may be sought hereunder shall survive the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved time at which it would otherwise terminate pursuant to this Article VIIISection 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 Expiration Date, and further, in the absence of the filing of such an action, the Escrow shall be released one hundred eighty (180) days after the three-year anniversary of the Closing Date.

Survival of Representations, Warranties and Covenants. The representations and warranties of contained herein and all covenants and agreements which by their terms are to be performed at or prior to the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto Closing shall survive the Closing for a period of twelve (12) months after the Closing Dateand shall thereupon terminate on April 30, 2014; provided provided, however, that (i) the representations and warranties of the Seller contained set forth in Section 3.14 3.1 (TaxesOrganization, Etc.), Section 3.2 (Authority Relative this Agreement , Etc.), Section 3.3 (Capitalization), Section 3.16 (Brokers), Section 4.1 (Corporate Organization and Standing), Section 4.2 (Authority Relative this Agreement , Etc.) and Section 4.4 (Brokers) (such representations and warrantiescollectively, the “Tax Fundamental Representations”) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) and indefinitely, (ii) the representations and warranties of the Seller contained set forth 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification3.10(k), Section 3.2 (Authorityl), Section 3.4 (Transferred Assetsm), and Section 3.21 (Brokers) n), (such representations and warranties, the “Fundamental Representations”q) and (br) 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 indefinitelyuntil April 30, 2019 and (iii) the other representations and warranties set forth in Section 3.10 and representations and warranties in Section 3.12 shall not survive the Closing. The All covenants and agreements of contained herein which by their terms contemplate actions or impose obligations following the Seller Closing (including Section 5.21(e) and the Buyer contained in this Agreement Section 6.1) shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants until fully performed and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect in accordance with their terms; provided that, for a period the avoidance of twelve doubt, (12x) months following the date by which such covenant or agreement is required obligations of Buyer to be performed. The survival periods set forth herein are in lieu ofassume, and to indemnify the parties expressly waiveDuPont Indemnified Parties for, any otherwise applicable statute the Assumed Liabilities shall survive the Closing indefinitely, (y) the obligations of limitations. Any claim DuPont to retain, and indemnify the Buyer Indemnified Parties for, the Retained Liabilities shall survive the Closing indefinitely and (z) subject to Section 8.4(d), the obligations of DuPont to indemnify the Buyer Indemnified Parties for breach the Pre-Closing Environmental Liabilities and the Third Party Toxic Tort Liabilities shall each survive, with respect to claims made pursuant to Section 8.4(a)(iv) (Pre-Closing Environmental Liabilities) and Section 8.4(a)(v) (Toxic Tort Liabilities) prior to the fourth (4th) anniversary of representation or warranty hereunder the Closing Date; provided that, with respect to Toxic Tort Liabilities, DuPont’s indemnification shall be deemed limited to: (1) in the case of any class action lawsuit that is commenced prior to the fourth (4th) anniversary of the Closing Date, the claims of any member of the class that is certified whether or not such certification occurs prior to such date together with any other class of plaintiffs or actions that is thereafter consolidated with such class, and (2) in the case of any actual lawsuits that have accrued been filed or threatened in writing by private plaintiffs and for which DuPont has received written notice prior to the fourth (4th) anniversary of the Closing Date, only the claims of those plaintiffs who were specifically named in such lawsuits or such written notice as of the Closing, and absent fraud, no such claim for any such breach may be brought outside fourth (4th) anniversary of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIClosing Date.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto herein shall survive the Closing for a period of twelve (12) and shall thereupon terminate 18 months after from the Closing Date; provided Closing, except that (i) the representations and warranties of the Seller contained in (a) Section 3.14 4(n) (Taxes) (such representations and warranties, the “Tax Representations”) shall survive until the Closing until thirty date that is 60 days after the expiration of the applicable statute of limitations (including taking into account any extensions theretothereof) and (iib) the representations and warranties of the Seller contained in Section 3.15 (Environmental Matters3(a) (such representations and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 3(b) (Authority; Validity and Effect of Transaction Documents), Section 3.4 3(c) (Transferred AssetsNo Conflict; Required Filings and Consents), and Section 3.21 (Brokers3(m) (such representations and warrantiesNo Brokers), the “Fundamental Representations”Section 4(a) and (b) the Buyer in Section 4.1 (Organization and Qualification), Section 4.2 4(b) (Authority; Validity and Effect of Agreement), Section 4.5 4(c) (BrokersNo Conflict; Required Filings and Consents), Section 4(d) (Issuance of the Option Shares; No Violation of Preemptive Rights), Section 4(e) (Capitalization) and Section 4.6 4(r) (Buyer’s Investigation No Brokers) shall survive until the earlier of (i) the date that is five years from the Closing; and Reliance)(ii) the date that is three years from the exercise of the Option; provided that upon any valid Transfer, the date on which such Purchaser executes a Joinder shall be deemed the date of “the Closing” referenced above in each casethis Section 13 for purposes of calculating the period for survival of any representation or warranty made by such additional Purchaser. All covenants, agreements, or rights or obligations of the Parties contained herein which by their terms or context contemplate actions following the Closing shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate. For the avoidance of twelve (12) months following doubt, the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, Parties hereby agree and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of acknowledge that the survival periods period set forth in this Section 8.1. Notwithstanding the foregoing, if 13 is a written contractual statute of limitations and any claim brought by any Party in connection herewith must be brought or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant filed prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIII.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after the Closing Date; provided that (i) the representations Company contained in Sections 2.1(a) and warranties 2.1(b) (Organization of the Seller Company), 2.2 (Equity of the Company), 2.3 (Authority; Execution and Delivery; Enforceability); 2.9(n)(relating to Intellectual Property and Distribution Rights) and 2.24 (Brokers’ and Finders’ Fees) and (ii) of InnoHold contained in Section 3.14 Sections 4.1 (TaxesOrganization, Standing and Power), 4.2 (Authority, Binding Agreement), 4.8 (Title to Interests) and 4.9 (Brokers’ and Finders’ Fees) (such representations and warranties, in clauses (i) and (ii), together, the “Tax Fundamental Representations”) shall survive the Closing Date until thirty days after 11:59 p.m. Eastern time on the expiration thirtieth (30th) day following the date of the applicable statute of limitations (including any extensions thereto) and (ii) the representations and warranties audit report of the Seller contained in Section 3.15 audited financial statements of the Parent for the year ended December 31, 2018 (Environmental Matters) (such representations and warranties the “Environmental RepresentationsFundamental Representations Survival Date”) ). In addition to the foregoing, the “Special Indemnification Matters” referred to in the Contingency Escrow Agreement shall survive for a period of five three (53) years after and for such further period or periods as provided therein. Except as set forth in the Closing Date; providedpreceding sentence, further, that the all representations and warranties of (a) the Seller Parties other than the Fundamental Representations shall not survive the Closing; provided, however, that the foregoing shall not restrict claims based on Fraud, which claims may be brought at any time permitted by law. Notwithstanding anything in this Section 3.1 (Organization 8.1 to the contrary, if, at any time prior to 11:59 p.m. Eastern time on the Fundamental Representations Survival Date, as applicable, a Parent Certificate is delivered alleging Losses and Qualification)a claim for recovery under Section 8.3, Section 3.2 (Authority)then the claim asserted in such notice shall survive the Fundamental Representations Survival Date, Section 3.4 (Transferred Assets)as applicable, until such claim is fully and Section 3.21 (Brokers) (such representations finally resolved. All covenants and warranties, agreements contained in this Agreement or 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, Related Agreements shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall continue to remain in full force and effect for a period of twelve (12) months following in perpetuity after the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are Closing Date, unless they terminate earlier in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 accordance with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIItheir express terms.

Survival of Representations, Warranties and Covenants. The Except as otherwise set forth in this Section 8.1, all of the respective representations and warranties of the Seller Company Parties, the Guarantor and the Buyer Purchasers contained in this Agreement and or any schedule or certificate delivered by a Company Party or a Purchaser pursuant hereto to this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date. None of the Company Parties, the Guarantor or the Purchasers shall have any liability with respect to any representation or warranty unless notice of an actual or threatened claim for Damages hereunder is delivered to the breaching party in writing prior to the expiration of the survival period applicable to such representation and warranty (which notice shall identify the nature of such claim with reasonable specificity and such party’s reasonable estimate of the value of such claim), in which case such representation or warranty and liability therefor shall survive, but only with respect to the Damages for such breach as is specified in such notice, until such breach has been resolved, but no party shall have any liability after such twelve (12)-month period for any alleged breaches of representations and warranties not specifically specified in a writing delivered within such twelve (12)-month period in accordance with this Agreement; provided provided, that the foregoing shall not limit claims made under the R&W Insurance Policy. Notwithstanding any term in this Section 8.1, (ia) claims related to any Intentional Misrepresentation or Fraud by a Company Party or a Purchaser in connection with this Agreement and the Transactions shall survive until the date the respective applicable statute of limitations for such items expires, (b) the representations and warranties of the Seller contained in Section 3.14 (Taxesi) (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, further, that the representations and warranties of (a) the Seller in Section Sections 3.1 (Organization and Qualification), Section 3.2 (Standing; Authority), Section 3.4 3.3(a) (Transferred AssetsAuthority for Agreement), and Section 3.21 3.18 (Brokers) Brokers or Agents), (such representations and warrantiescollectively, the “Fundamental Representations”) ), and (bii) the Buyer in Section Sections 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 4.7 (Buyer’s Investigation and RelianceBrokers or Agents) (collectively, the “Purchaser Fundamental Representations”), in each casecase of (i) and (ii), shall survive indefinitely; and (c) the Closing indefinitelyrepresentations and warranties contained in Section 3.16 (Taxes) shall survive until the date the applicable statute of limitations for such item expires. The Other than the covenants and agreements of the Seller and the Buyer contained Company Parties set forth in this Agreement Section 6.7, which shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those the respective covenants and agreements of the Company Parties and Purchasers contained in this Agreement any schedule or certificate delivered pursuant to this Agreement that by their terms contemplate performance on or prior to Closing shall terminate at and as of Closing. The respective covenants and agreements of the Company Parties and Purchasers contained in this Agreement and any schedule or certificate delivered pursuant to this Agreement that contemplate performance, in whole or in part part, after the Closing, which Closing shall remain survive in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu ofaccordance with their respective terms, and the parties expressly waiveif no specific term is specified, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to survive until the expiration of the statute of limitations applicable survival period, the claim with respect to such representationcovenant or agreement. Notwithstanding anything to the contrary herein, warranty all representations and warranties of the Company Parties contained in this Agreement or covenant in any schedule or certificate delivered by a Company Party regarding the Company Party/Purchaser Agreements shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIterminate upon and shall not survive the Closing in any respect; provided, that the foregoing shall not limit claims made under the R&W Insurance Policy.

Survival of Representations, Warranties and Covenants. The (a) No representations and or warranties of the Seller Litmus and the Buyer Shareholders contained in this Agreement and any certificate delivered pursuant hereto herein shall survive beyond the Closing for a period of twelve (12) months after the Closing Date; provided Effective Time except that (i) the representations and warranties of the Seller contained in Section 3.14 Sections 4.1, 4.6, 4.18, and 4.16 hereof shall survive for three (Taxes3) years from the Closing Date (such representations and warranties, the “Tax RepresentationsThree Year Claims”) 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 Litmus and the Seller Shareholders contained in Section 3.15 (Environmental Matters) (such representations and warranties the “Environmental Representations”) 4.15 shall survive for a period until the expiration of five the relevant statute of limitations applicable thereto (5“Tax Claims”), (iii) years after the Closing Date; provided, further, that the representations and warranties of (a) Litmus and the Seller Shareholders contained in Section 3.1 4.22 shall survive until October 27, 2010 (Organization and Qualification), “Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations4.22 Claims”) and (iv) all other representations and warranties of Litmus and the Shareholders as set forth in Article IV hereof shall survive for eighteen (18) months from the Closing Date (“General Claims”). (b) the Buyer in Section 4.1 (Organization No representations or warranties of THK 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 indefinitely. The covenants and agreements of the Seller and the Buyer Litmus Acquisition Sub contained in this Agreement shall survive beyond the Effective Time except that (i) the representations and 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 a period of twelve eighteen (1218) months after from the Closing Date, except for those Date (“THK General Claims”). (c) All covenants and agreements that by their terms contemplate performance contained in whole or this Agreement (and in part after the Closing, which corresponding covenants and agreements set forth in any of the Documents) shall remain survive the Closing and continue in full force and effect for a period of twelve until fully performed in accordance with their terms. (12d) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any A Party shall have no claim for indemnity or other cause of action or claim arising from a breach of a representation or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraud, no unless such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or Party gives written notice is given in good faith pursuant to Section 8.4 the other Party of such claim, specifying with respect to any representationparticularity which representation or warranty has been breached and the factual basis for such claim, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIII.

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) claims for indemnification based on breaches of representations and warranties in connection with Section 2.15 (Taxes), Section 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 applicable statute of limitations for claims related to the particular matter has expired (the “Statute of Limitation Claims”); and (b) claims for indemnification based on the following: breaches of representations and warranties in connection with Section 2.1 (Corporate Organization, Standing and Power), Section 2.2 (Capitalization), Section 2.3 (Authority), Section 2.4 (Ownership and Title to Interests); Section 2.24 (Brokers or Finders), Section 3.1 (Power and Authority; Execution and Validity); Section 4.1 (Corporate Organization, Standing and Power); Section 4.2 (Authority); and Fraud shall terminate on the ten (10)-year anniversary of the Seller Closing (collectively, the “Ten-Year Claims”). The Statute of Limitation Claims and Ten-Year Claims are collectively the Buyer contained “Surviving Claims.” Unless otherwise specified herein, to the extent that any covenants in this Agreement describe performance by the parties hereto from and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after the Closing Date; provided that (i) the representations and warranties of the Seller contained in Section 3.14 (Taxes) (Closing, such representations and warranties, the “Tax Representations”) covenants shall survive the Closing until thirty days after the expiration of such covenants are fully performed by the applicable statute of limitations (including any extensions thereto) and (ii) party, waived by the representations and warranties of the Seller contained in Section 3.15 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive beneficiaries thereof or terminate as provided for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIherein.

Survival of Representations, Warranties and Covenants. The (a) All representations and warranties of the Seller Company and the Buyer Purchaser contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period consummation of twelve (12) months after the Closing Date; provided that as follows: (i) the representations and warranties of the Seller contained set forth in Section 3.14 6.1 (TaxesDue Organization; Good Standing and Corporate Power); Section 6.2 (Title to Shares; Capitalization); Section 6.3 (Authority and Enforceability); the first sentence of Section 6.13 (Title to Assets); Section 6.19 (No Brokers or Finders); Section 6.20 (Tax Matters); Section 6.26 (Transaction with Affiliates, Stockholders, Officers, Directors and Others); Section 7.1 (Due Organization; Good Standing and Corporate Power); Section 7.2 (Authority and Enforceability); and Section 7.5 (Investment Representations) (such representations and warrantiescollectively, the “Tax Fundamental Representations”) shall survive the Closing and continue until thirty sixty (60) days after the expiration of the applicable statute of limitations (including any extensions thereto) with respect to a Claim brought for a misrepresentation or breach of the Fundamental Representations; and (ii) the all other 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of continue until the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of date which is twelve (12) months after the Closing DateClosing. (b) No Claim (i) against the Seller or the Purchaser, except for those covenants and agreements that by their terms contemplate performance in whole as applicable, pursuant to Section 12.1(a)(ii) or in part after the ClosingSection 12.1(b)(ii), which shall remain in full force and effect for as applicable, with respect to a period breach of twelve (12) months following the date by which such or failure to perform any covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as brought or asserted after the date of expiration of the Closing, applicable statute(s) of limitations applicable thereto and absent fraud, no such claim for any such breach may (ii) against the Seller pursuant to Section 12.1(a)(iii) shall be brought outside or asserted after sixty (60) days after the date of expiration of the survival periods applicable statute(s) of limitations applicable thereto (each such date set forth in Section 12.2(a) and this Section 8.112.2(b), a “Survival Period”). (c) Unless a Claim is asserted during the applicable Survival Period, no Indemnifying Party will have any indemnification obligation or other liability, in respect of such Claim or in respect of any facts or circumstances underlying such Claim. Notwithstanding If a Claim is asserted during the foregoingapplicable Survival Period, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to such Claim will survive the expiration of the applicable survival periodSurvival Period, and the claim with respect to Indemnifying Party will be liable for indemnification of such representationClaim, warranty or covenant shall continue indefinitely until final resolution of such claim is finally resolved pursuant to this Article VIIIClaim.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller, the Seller Company and the Buyer Purchaser contained in this Agreement or in any Operative Membership Interest Purchase Agreement Page 28 of 71 Xxxxx Xxxxxxx, Singular Payments, LLC, and any certificate delivered pursuant hereto Payment Data Systems, Inc. Document shall survive the Closing for a period of twelve until the date that is twenty-four (1224) months after following the Closing Date; provided , at which time they shall terminate and be of no force and effect, except that (i) the representations each representation and warranties of the Seller contained warranty set forth in Section 3.14 (TaxesSections 3.1(a) (such representations Organization and warrantiesGood Standing), 3.1(c) (Capitalization; Title to Seller Interest), 3.1(d) (Consents, Authorizations and Binding Effect), 3.1(e) (Subsidiaries), 3.1(i) (Tax), 3.1(k) (Title to Assets), 3.1(l) (Intellectual Property), 3.1(p) (Environmental), 3.1(q) (Labor and Employees), 3.1(r) (Employee Benefit Plans), 3.1(x) (Securities Restrictions), 3.1(y) (Securities Legend), 3.2(a) (Organization and Good Standing of Purchaser), 3.2(c) (Consents, Authorizations and Binding Effect), 3.2(d) (Purchaser Public Disclosure Documents), 3.2(f) (Closing Delivered Securities) and 3.2(g) (Intellectual Property) (collectively, the “Tax Fundamental Representations”) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) and (ii) that is applicable to the representations and warranties subject matter 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitelyrepresentation. The covenants and agreements of the Seller and the Buyer Each covenant contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are until fully performed in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1accordance with its terms. Notwithstanding the foregoing, if a written any claim made under and in accordance with Article V or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant Article VI prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant period set forth above shall continue indefinitely survive until such claim is finally resolved pursuant resolved. No knowledge of, or investigation by or on behalf of, any Party hereto will constitute a waiver of such Party’s right to this Article VIIIenforce any covenant, representation or warranty contained herein against any of the other Parties or affect the right of a Party to indemnification.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller and the Buyer contained Company set forth in this Agreement and (including the Company Schedules) or in any certificate certificate, document or other instrument delivered by or on behalf of the Company pursuant hereto to or in connection with this Agreement shall survive the Closing for a period execution and delivery of this Agreement, any investigation by or on behalf of Parent or Merger Sub, and the First Effective Time and shall terminate at 5:00 PM Eastern time the twelve (12) months after month anniversary of the Closing Date (the “Base Survival Date; provided ”), except 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) claims with respect to Fraud or intentional misrepresentation 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”) and set forth in Sections 3.1 (Organization of the Company), 3.2(a), (b) the Buyer in Section 4.1 (Organization and QualificationSubsidiaries), Section 4.2 3.4 (Company Capital Structure), 3.5 (Authority), Section 4.5 3.6 (No Conflict), 3.27 (Brokers) ’ and Section 4.6 (Buyer’s Investigation and RelianceFinders’ Fees), and 3.34 (Tax) shall so survive but shall terminate on the date that is sixty (60) days following the expiration of all applicable statutes of limitation (as the same may be extended or waived), and except, in each caseall cases, with respect to any Loss, claim or breach of which any Indemnified Party shall have provided timely written notice to the Indemnifying Party prior to such termination, given in good faith based on facts reasonably expected to establish a valid claim under this Article IX. For the avoidance of doubt and notwithstanding the foregoing, the limitations on survival set forth in this Section 9.1 shall not control with respect to the R&W Insurance Policies, which contains limitations on survival periods which may be longer or otherwise different than those hereunder and that shall control for purposes thereunder. (b) The representations, warranties and covenants made by Parent and Merger Sub set forth in this Agreement or in any certificate, document or other instrument delivered by or on behalf of Parent or Merger Sub at Closing pursuant to this Agreement shall survive the execution and delivery of this Agreement, any investigation by or on behalf of the Company, and the First Effective Time and shall terminate at the earlier of (i) 5:00 PM Eastern time on the twelve (12)-month anniversary of the Closing Date and (ii) an initial public offering of Parent or an Affiliate of Parent. (c) The respective covenants, agreements and obligations of the Company and or the Stockholder Representative, set forth in this Agreement or in any certificate, document or other instrument delivered pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement, any investigation by or on behalf of any party hereto, and the First Effective Time and shall terminate at 5:00 PM Eastern time on the Base Survival Date; provided, however, that any covenant, agreement or obligation of the Stockholder Representative that, by its terms, contemplates performance after the Closing Date, shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be until fully performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIII.

Survival of Representations, Warranties and Covenants. The representations representations, warranties, covenants and warranties obligations of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained parties made in this Agreement shall survive Closing, 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 Assets), 3.10 (Preneed and Trust Accounts and Endowment Care Funds), 3.14(e) (Real Estate Taxes) (claims with respect to any of the Closing 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 twelve two (122) months after the Closing Dateyears 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 those 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 1.4.1, Seller’s retention of the Retained Liabilities in Section 1.4.2 and the covenants set forth in Section 5.8 (Post Closing Access and agreements that by their terms contemplate performance Cooperation), Section 5.29 (Wrongful Burial Resolution) and Section 5.32 (Post-Closing Tax Matters) (collectively the “Special Covenants”), and Section 9.4 (Seller’s Broker), without limitation. Notwithstanding anything else herein to the contrary, the indemnification obligations set forth in whole or in part after the Closing, which this Article VIII for breaches of representations and warranties and covenants shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to until the expiration of the applicable survival period, the claim with respect to date for such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIrepresentations and warranties and covenants.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained Target set forth in this Agreement and in any certificate certificate, schedule, instrument or other document delivered by Target pursuant hereto to this Agreement shall survive the Closing Effective Time until April 2, 2005 (the “Survival 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 a period purposes of, the resolution of twelve (12) months after the Closing Date; provided that (i) 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 of the Seller contained in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”) Acquiror shall not 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitelyEffective Time. The covenants and agreements of the Seller and the Buyer parties contained in this Agreement shall survive until the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as later of the Closing, and absent fraud, no such claim for any such breach may be brought outside Survival Date or the expiration of the survival periods time period for performance thereof as specified herein. Without limiting the generality of the foregoing, the agreements set forth in this Section 8.1. Notwithstanding Agreement shall terminate at the foregoingEffective Time, if a written claim or written notice is given except that the agreements set forth in good faith pursuant to Section 8.4 with respect to any representationArticle I; Sections 5.1(d) (Information Supplied – Permit), warranty or covenant prior to 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 (Acquiror Conduct of Business During the expiration Target Revenue Period), 7.2 (Effect of the applicable survival periodTermination), the claim with respect to such representation7.3 (Expenses and Termination Fees), warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this and 7.4 (Amendment); Article VIII; and Article IX shall survive the Effective Time and the Closing for the time period necessary to fulfill the obligations therein.

Survival of Representations, Warranties and Covenants. The representations (a) Subject to the limitations and warranties other provisions of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive including the Closing for a period provisions of twelve (12) months after the Closing Date; provided that (i) this Article XI, the representations and warranties of the Seller contained parties in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”) this Agreement shall survive the Closing until thirty days and shall remain in full force and effect, and the agreements, covenants and obligations of the parties shall survive the Closing and remain in full force and effect in accordance with their terms. (b) Notwithstanding Section 11.1(a), (i) the Seller shall have no liability under Section 11.2(a)(i) (other than with respect to those representations and warranties set forth in Section 5.1 (Existence), Section 5.2 (Authorization), Section 5.3 (Binding Agreement), clause (a) of Section 5.4 (No Conflicts) Section 5.16 (Employee Benefit Plans), Section 5.18 (Environmental Matters), and Section 5.21 (Tax Matters)), unless on or before eighteen (18) months after the Closing Date the Seller is given a Claim Notice; (ii) with respect to the breach of any representation or warranty set forth in Section 5.16 (Employee Benefit Plans), Section 5.18 (Environmental Matters), or Section 5.21 (Tax Matters), the Seller shall have no liability under Section 11.2(a)(i) unless the Seller is given a Claim Notice on or before the earlier of (i) the expiration of the applicable statute of limitations (including any extensions thereto) and with respect to such matter or (ii) 10 years from the Closing Date; and (iii) a claim for indemnification based upon (A) a breach of the representations and warranties of the Seller contained set forth in Section 3.15 5.1 (Environmental Matters) Existence), Section 5.2 (such representations and warranties the “Environmental Representations”) shall survive for a period of five Authorization), Section 5.3 (5) years after the Closing Date; providedBinding Agreement), further, that the representations and warranties of or clause (a) the Seller in of Section 3.1 5.4 (Organization and QualificationNo Conflicts), (B) the failure of a party to perform the agreements, covenants and obligations of such party or based upon Section 3.2 11.2(a)(ii) through (Authorityvi), Section 3.4 or (Transferred Assets)C) upon fraud or intentional misrepresentation, and Section 3.21 may be made at any time. (Brokersc) (The right to indemnification, reimbursement or other remedy based upon such representations and representations, 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 indefinitely. The covenants and agreements obligations shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the Seller execution and the Buyer contained in delivery of this Agreement shall survive the Closing for a period of twelve (12) months after or the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to the accuracy or inaccuracy of or compliance with any representationsuch representations, warranty warranties, agreements, covenants or obligations. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any agreement, covenant prior or obligation, will not affect the right to the expiration of the applicable survival periodindemnification, the claim with respect to reimbursement or other remedy based upon such representationrepresentations, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIwarranties, agreements, covenants and obligations.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer Indemnifying Party contained in this Agreement shall survive the Closing for a period of twelve and expire eighteen (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (1218) months following the date by Closing Date (the “General Survival Period”); provided, however, that the representations and warranties set forth in: (a) Section 4.24 (Investment Representations) and Section 4.27 (Brokers) shall survive the General Survival Period until ninety (90) days after the expiration of all applicable statutes of limitation, and (b) Section 3.4 (OP Units Validly Issued), Section 4.1 (Organization of Each Contributor), Section 4.2 ((Authority to Conduct Business), Section 4.3 (Ownership and Capitalization of Contributed Entity), and Section 4.5 (Authorization of Transaction) (each a “Fundamental Representation” and collectively, the “Fundamental Representations”) shall survive indefinitely. Notwithstanding the preceding sentence, any representation and warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if a Claim Notice relating to such covenant representation or agreement is warranty has been delivered to the Indemnifying Party within the applicable time period prior to expiration set forth in this Section 8.5 until resolved or judicially determined in accordance with this Agreement. Any claim for indemnification not so asserted in writing within the applicable time period prior to expiration set forth in this Section 8.5 may not be asserted thereafter and shall forever be waived. Unless otherwise expressly set forth in this Agreement, the covenants required to be performed. The survival periods set forth herein are in lieu of, and performed by the parties expressly waive, any otherwise Parties after the Closing shall survive the Closing until the expiration of the applicable statute of limitations. Any claim All Claims for breach of representation or warranty hereunder Fraud shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIsurvive indefinitely.

Survival of Representations, Warranties and Covenants. 8.1.1 The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve as follows: (12i) months after the Closing Daterepresentations and warranties contained in Sections 4.1 (Organization and Standing), except for those covenants 4.2 (Capitalization), 4.3 (Corporate Power and agreements that by their terms contemplate performance Authority), 4.4 (Shareholder Votes Required), 4.19 (Title to DTV Shares), 4.22 (Brokers and Agents), 4.23 (Investigation; Reliance), 5.1 (Organization and Standing), 5.2 (Corporate Power and Authority), 5.3 (No Vote Required), 5.5 (LMC Parent Shares), 5.10 (Investigation and Reliance) and 5.11 (Brokers and Agents) shall survive indefinitely; (ii) the representations and warranties contained in whole or in part after the Closing, which Sections 4.12 (Employee Benefit Plans) shall remain in full force and effect for a period of twelve (12) months following survive until the date by which such covenant or agreement that is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to 60 calendar days following the expiration of the statute of limitations applicable survival period, the claim to actions with respect thereto; (iii) the representations and warranties contained in Sections 4.20.6, 4.20.10 and 4.20.11 (relating to Certain Tax 63 Matters) shall survive, but solely for purposes of the Tax Matters Agreement as provided therein; and (iv) all other representations and warranties contained in this Agreement (other than the representations and warranties contained in Sections 4.20.1 - 4.20.5 and Sections 4.20.7 - 4.20.9 (Certain Tax Matters), which shall not survive the Closing) shall survive until the date that is 18 months following the Closing Date. 8.1.2 The covenants and agreements made by each party in this Agreement shall survive the Closing, unless specified to the contrary herein. Notwithstanding Section 8.1.1, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to Section 8.1.1 or 8.1.2 if notice of the inaccuracy or breach thereof giving rise to such representation, warranty or covenant right of indemnity shall continue indefinitely until have been given to the party against whom such claim is finally resolved pursuant indemnity may be sought prior to this Article VIIIsuch time.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller (including representations and warranties made on behalf of the Seller and the Buyer Subsidiaries) contained in this Agreement and or in any certificate certificates delivered pursuant hereto to Article V shall survive the Closing for a period until the eighteen (18) month anniversary of twelve (12) months after the Closing Date; provided , except that (ia) the representations and warranties of the Seller contained set forth in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”Intellectual Property) shall survive the Closing until the three (3) year anniversary of the Closing Date, (b) the representations and warranties set forth in Sections 3.16 (Taxes) and 3.21 (Compliance with Laws) shall survive until thirty (30) days after the expiration of the applicable statute of limitations (including any waivers or extensions theretothereof) to which the underlying matter relates, the representations and warranties set forth in the first sentence of Section 3.10 (Acquired Assets) and the representations and warranties set forth in Sections 3.1 (iiCorporate Organization and Standing), 3.2 (Authorization), 3.3 (No Conflict or 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 representations and warranties of the Seller contained set forth in Section 3.15 Sections 4.1 (Environmental MattersCorporate Organization and Standing), 4.2 (Authorization), 4.3 (No Conflict or Violation) and 4.5 (such Brokers, Finders) shall survive forever. The representations and warranties identified in clause (b) of the “Environmental Representations”) shall survive for a period first sentence of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in this Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, 7.1 are referred to herein as 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 indefinitely. .” The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are until fully performed in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1accordance with their terms. Notwithstanding the foregoing, if a written any claim or written notice is given made under and in good faith pursuant to Section 8.4 accordance with respect to any representation, warranty or covenant this Article VII prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant period set forth above shall continue indefinitely survive until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer covenants and agreements of each party contained in this Agreement and the Schedules attached hereto or in any certificate delivered by any party to another party pursuant hereto to Article VI above shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect Date for a period of twelve (12) months following the date by which such covenant or agreement is required Closing Date; provided, however, that: (a) the representations and warranties of Seller contained in Section 3.1 (Organization, Standing and Power), Section 3.2 (Authority), Section 3.3 (Capitalization), Section 3.4 (Subsidiaries), Section 3.9 (Title to be performed. The survival periods set forth herein are Interests) and Section 3.24 (Brokers) shall not terminate; (b) the representations and warranties of Seller contained in lieu of, Section 3.15 (Employee Benefits) and Section 3.17 (Taxes) shall survive the parties expressly waive, any otherwise Closing Date until the expiration of the applicable statute of limitations. Any claim for breach of representation limitations (after giving effect to any extensions or warranty hereunder 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 deemed referred to have accrued herein as the "Fundamental Representations"); (c) the representations and warranties of Seller contained in Section 3.12 (Intellectual Property) (the Closing"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 absent fraudPower), no such claim for any such breach may be brought outside of Section 4.2 (Authority) and Section 4.4 (Brokers) shall not terminate; and (e) the survival periods set forth 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 8.18.2 or Section 8.3 shall be made unless a Claim Notice has been delivered to the Indemnifying Party within the applicable Survival Period. Notwithstanding the foregoingexpiration of any Survival Period, if a written claim or written notice is Claim Notice has been given in good faith pursuant by Purchaser to Section 8.4 Seller with respect to any a representation, warranty or covenant prior of Seller or by Seller to the expiration of the applicable survival period, the claim Purchaser with respect to such a representation, warranty or covenant of Purchaser within the applicable Survival Period, then the relevant representation, warranty or covenant, and the indemnity with respect thereto, shall continue indefinitely survive solely as to such Claim as is asserted in the Claim Notice, until such claim is Claim has been finally resolved resolved. The representations and warranties in this Agreement and the Schedules attached hereto or in any certificate delivered by any party to another party pursuant to this Article VIIIVI above shall survive for the applicable Survival Period and shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any party, or the knowledge of any party's officers, directors, stockholders, employees or representatives or the acceptance by any party of any certificate or opinion hereunder.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer parties contained in this Agreement and Agreement, any certificate delivered pursuant hereto or any Seller Document, Company Document or Purchaser Document shall survive the Closing for a period of twelve (12) eighteen months after the Closing DateDate (the “General Survival Period”); provided provided, that (ia) 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 contained 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 3.14 4.17 (Taxes) (such representations and warranties, the “Tax Representations”environmental matters) 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; providedyears, furtherand (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 of listed in clauses (aw) the Seller in Section 3.1 and (Organization and Qualificationz), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”) shall survive the Closing indefinitely (in each case, the “Survival Period”), and (b) any claim with respect to Fraud will survive and can be made by a Purchaser Indemnified Party or the Buyer in Section 4.1 (Organization and Qualification)Seller Indemnified Party, Section 4.2 (Authority)as applicable, Section 4.5 (Brokersindefinitely; provided, that any obligations under Sections 7.2(a)(i) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, 7.2(b)(i) shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 not terminate with respect to any representationLosses 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 7.3(a) before the termination of the applicable Survival Period. Notwithstanding anything to the contrary in this Section 7.1, warranty the indemnification obligations pursuant to this Article VII shall not terminate with respect to any indemnification claim made by a Purchaser Indemnified Party or covenant a Seller Indemnified Party, as the case may be, prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely Survival Period until such claim is finally resolved pursuant resolved. Notwithstanding anything to the contrary set forth herein, notice shall be deemed to have been duly delivered by Purchaser for all purposes under this Article VIIIVII with respect to the matters set forth in Section 7.2(a)(v).

Survival of Representations, Warranties and Covenants. (1) The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after the Closing Date; provided that (i) the representations and warranties of the Seller Founders contained in Section 3.14 (Taxes) (such representations and warranties4.1, 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 Vendors contained in Section 3.15 (Environmental Matters) (such representations and warranties 4.2, of the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller Holdco Shareholders contained in Section 3.1 (Organization and Qualification)4.3, Section 3.2 (Authority)or any other agreement, Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in certificate or instrument delivered pursuant to this Agreement shall survive the Closing for a period of twelve (12) eighteen months after from the Closing DateDate (the “Survival Period”), except for those covenants and agreements that notwithstanding the Closing and any inspection or inquiries made by their terms contemplate performance in whole or in part after on behalf of the ClosingPurchaser, which shall remain continue in full force and effect for a period the benefit of twelve (12) months following the date by Purchaser, after which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and time the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder Vendors shall be deemed to have accrued as released from all obligations in respect of the Closingsuch representations, warranties and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 covenants except with respect to any representation, warranty or covenant prior to 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 the applicable survival such period, but there shall be no time limit on the claim representations, warranties and covenants of the Vendors set out in subsections (1) to (4), (8) and, with respect to such representationNorth America only, warranty or covenant (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 indefinitely in full force and effect until such claim is finally resolved 60 days after the expiry of any applicable statutory reassessment period. (2) The representations and warranties of the Purchaser contained in Section 4.4 or any other agreement, certificate or instrument delivered pursuant to this Article VIIIAgreement shall survive the Closing for a period of eighteen months from the Closing Date, and notwithstanding the Closing, shall continue in full force and effect for the benefit of the Vendors, after which time the Purchaser shall be released from all obligations in respect of such representations and warranties except with respect to any Claims asserted by the Vendors’ Representative in writing (setting out in reasonable detail the nature of the Claim and the appropriate amount thereof) before the expiration of such period, but there shall be no time limit on the representations and warranties of the Purchaser set out in subsections (1) to (3) of Section 4.4.

Survival of Representations, Warranties and Covenants. The representations representations, warranties and warranties of the Seller and the Buyer covenants contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period as follows: (a) all covenants contained in this Agreement shall survive until fully performed; (b) the representations and warranties contained in Section 3.01(b) (Power and Authority), Section 3.01(c) (Enforceability), Section 3.01(e) (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 4.25 (Certain Business Practices) (collectively, the “Fundamental Representations”) shall terminate and be of no further force and effect on the date that is sixty (60) days after the longest statute of limitations related to such representation is allowed by applicable Law; (c) all other representations and warranties contained in this Agreement shall terminate and be of no further force and effect on the date that is twelve (12) months after the Closing Date; provided that and (id) all obligations with respect to the representations and warranties of the Seller contained matters identified in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”7.02(a)(vi) shall survive terminate and be of no further force and effect on the Closing until thirty days date that is identified in Schedule 7.02(a)(vi). No claim may be made for indemnification hereunder for breach of any representations, warranties or covenants after the expiration of the survival period 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty and covenant set forth above; provided that if Buyer or covenant shall continue indefinitely until 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 is for indemnification) within the applicable time periods set forth above, such claim shall survive until finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller and the Buyer Company contained in this Agreement and or in any certificate delivered pursuant hereto to the terms of this Agreement shall survive until 11:59 p.m. Boston time on the Closing for a period of twelve (12) months after month anniversary of the Closing Date (the “Expiration Date; provided that ”), other than (i) the representations and warranties of the Seller Company contained in Section 3.14 Sections 2.1 (TaxesOrganization of the Company), 2.2 (Company Capital Structure), and 2.4 (Authority) hereof (such representations and warrantiestogether, the “Tax Fundamental 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 Company contained in Section 3.15 2.11 (Environmental Tax Matters) hereof (such representations and warranties the “Environmental RepresentationsTax Representation”), which, in the case of clauses (i) and (ii), shall survive until the expiration of the applicable statute of limitations. The 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 Section 6.1 to the contrary, (x) if, at any time prior to 11:59 p.m. Boston time on the applicable Survival Date, an Officer’s Certificate (as defined in Section 6.4(b)) is delivered alleging Losses and a claim for recovery under Section 6.4(b), then the claim asserted in such notice shall survive the applicable Survival Date until such claim is fully and finally resolved and (y) claims relating to fraud and claims pursuant to clauses (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xi) of Section 6.2(a) shall survive for a period until the expiration of five (5) years the applicable statute of limitations. All covenants and agreements contained in this Agreement, the Related Agreements or in any 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; provided, furtherunless they terminate earlier in accordance with their express terms. (b) The representations, warranties, covenants and obligations of the Company and the rights and remedies that may be exercised by 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 knowledge of, any of the Indemnified Parties or any of their representatives (it being understood that the representations and warranties of the Company are qualified by the disclosures set forth in the applicable parts or subparts of the Disclosure Schedule to the extent set forth therein). 000000000 x00 (ax) It is the Seller in express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 3.1 (Organization and Qualification)6.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, Section 3.2 (Authority)then, Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warrantiesby contract, 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder limitations with respect to such item shall be deemed reduced to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of shortened survival period contemplated hereby. The parties further acknowledge that the survival time periods set forth in this Section 8.1. Notwithstanding 6.1 for the foregoing, if a written claim or written notice is given in good faith pursuant assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to Section 8.4 with respect to any representation, warranty or covenant prior to be enforced as agreed by the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIparties.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller and the Buyer contained in this Agreement Agreement, and in any certificate delivered pursuant hereto furnished under Section 2.3(a)(ii) or Section 2.3(b)(i) of this Agreement, 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 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; provided that, notwithstanding the foregoing limitations, (i) claims for indemnification based on a breach of the representations and warranties made in Sections 3.1, 3.2(a), 3.3, 3.4, 3.18 and paragraphs (d), (f), (j), (l), (m), (n), (o) and (p) of Section 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 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 date that is 22 months after the Closing Date and (B) the date that is one hundred eighty (180) days after the Conversion Completion Date and (v) claims for indemnification based on a breach of the representations and warranties made in Section 3.22 shall survive the Closing Date for a period of twelve (12) months. (b) To the extent that any covenant in this Agreement is to be performed solely prior to Closing, such covenant will survive and remain in effect in accordance with its terms until, and a claim for a breach of such covenant may be made any time prior to, the date that is 15 months after the Closing Date; provided , after which no claim for indemnification with respect thereto may be brought hereunder. To the extent that (i) any covenant in this Agreement is to be performed after the representations Closing, each such covenant in this Agreement will survive and warranties remain in effect until, and a claim for a breach of the Seller contained in Section 3.14 (Taxes) (such representations and warrantiescovenant may be made any time prior to, the “Tax Representations”date on which such covenant expires in accordance with its terms, plus a period of six months thereafter, after which no claim for indemnification with respect thereto may be brought hereunder. (c) shall survive 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 Closing relevant Buyer Indemnified Person notifies Seller of a claim specifying the factual basis for the claim in reasonable 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 until thirty days after the expiration of the applicable statute Buyer Indemnified Person has obtained in its favor a judgment or arbitral award, as applicable, under the applicable provisions of limitations such agreement and the amount thereof is not paid by the applicable counterparty (including any extensions theretoassignee thereof) 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 within five (5) years Business Days after presentation of a written demand therefor; provided, however, that in the Closing Dateevent that such counterparty (and/or assignee) is, at the time any 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 Buyer Indemnified Person; provided, further, that upon such payment Seller shall be subrogated to all rights and interests of the representations applicable Buyer Indemnified Person and warranties shall succeed to such rights and interests of (a) such Buyer Indemnified Person as may exist under the Seller in Section 3.1 (Organization and Qualification)terms of such agreement with respect to such Indemnifiable Loss, Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, including the “Fundamental Representations”) and (b) right to assert any defenses available to 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 Indemnified Person with respect to any representationmatter relating thereto. (d) 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, warranty 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 covenant 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 of the applicable survival period, the specified period in which such claim may be made shall not be valid and any right to indemnification with respect to the matter in question is hereby irrevocably waived after the expiration of such representation, warranty or covenant period; provided that any claim properly made for an Indemnifiable Loss asserted prior to the expiration of the specified period in which such claim may be made will be timely made for all purposes hereof and such claim shall continue indefinitely until such claim is fully and finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The (a) All representations and warranties of the Seller Company and the Buyer Purchaser contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period consummation of twelve (12) months after the Closing Date; provided that as follows: (i) the representations and warranties of the Seller contained set forth in Section 3.14 6.1 (TaxesDue Organization, Good Standing, and Corporate Power); Section 6.2 (Title to Shares; Capitalization); Section 6.3 (Authority and Enforceability); Section 6.19 (No Brokers or Finders); Section 6.20 (Tax Matters); Section 7.1 (Due Organization, Good Standing, and Corporate Power); and Section 7.2 (Authority and Enforceability) (such representations and warrantiescollectively, the “Tax Fundamental Representations”) shall survive the Closing and continue until thirty (A) in the case of Section 6.20 (Tax Matters), fifteen (15) months after the Closing Date, and (B) in the case of all other Fundamental Representations, sixty (60) days after the expiration of the applicable statute of limitations (including any extensions thereto) and with respect to a Claim brought for a misrepresentation or breach of the Fundamental Representations; (ii) the representations and warranties of the Seller contained set forth in Section 3.15 6.23 (Environmental Matters) (such representations and warranties the “Environmental Representations”Compliance with Educational Laws) shall survive for a period of five the Closing and continue until the date which is fifteen (515) years months after the Closing Date; provided, further, that the and (iii) all other representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of continue until the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of date which is twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole . No Claim against the Purchaser pursuant to Section 12.1(b)(ii) with respect to a breach of or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such failure to perform any covenant or agreement shall be brought or asserted after the date which is required 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 performed. The survival periods set forth herein are in lieu ofbrought or asserted after the date which is fifteen (15) months after the Closing Date, and the parties expressly waiveno Claim against any Seller pursuant to Section 12.1(a)(ii), any otherwise applicable statute of limitations. Any claim for breach of representation Section 12.1(a)(v), or warranty hereunder Section 12.1(a)(vi) shall be deemed to have accrued as of the Closingbrought or asserted after April 30, and absent fraud, no 2024 (each such claim for any such breach may be brought outside of the survival periods date set forth in this Section 8.112.2(a), a “Survival Period”). (b) Unless a Claim is asserted during the applicable Survival Period, no Indemnifying Party will have any indemnification obligation or other liability in respect of such Claim or in respect of any facts or circumstances underlying such Claim. Notwithstanding If a Claim is asserted during the foregoingapplicable Survival Period, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to such Claim will survive the expiration of the applicable survival periodSurvival Period, and the claim Indemnifying Party will be liable for indemnification of such Claim, until final resolution of such Claim in accordance with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIAgreement.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto the other Documents, shall survive the Closing and any investigation at any time made by or on behalf of any party until the earlier of (x) the date of the completion of Parent’s independent auditors’ audit of Parent’s consolidated financial statements for the First Earn-Out Period or (y) March 31, 2008; provided, however, that notwithstanding the foregoing, the applicable statute of limitations, including any valid extensions thereof, shall be the survival period for any matter relating to (each of the following an “Exceptional Claim”): (a) claims of fraud, willful, intentional or reckless misrepresentation or willful omission of a period material fact in connection with this Agreement and the transactions contemplated hereby, (b) any liability relating to personal injury, (c) any alleged or actual violation of twelve (12) months after the Closing Date; provided that (i) the representations and warranties made in Sections 4.4, 4.5, 4.8, 4.15, 4.19, 4.23, 4.24, 5.2, 5.3, 5.5 or 5.6 of this Agreement, or (d) any matter disclosed or referenced in Section 4.11, Section 4.18 or Section 4.19 of the Seller Disclosure Schedule. Any claims for indemnification asserted in writing as provided for in this Article IX prior to the expiration date applicable to the representation or warranty with respect to which such claim for indemnification is made shall survive until finally resolved and satisfied in full. For convenience of reference, the date upon which any representation and warranty contained in Section 3.14 (Taxes) (herein shall terminate is referred to herein as the “Survival Date.” No third party other than the Indemnified Persons shall be a third party or other beneficiary of such representations and warranties, warranties and no such third party shall have any rights of contribution with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Article IX or otherwise. All covenants and agreements contained in this Agreement (and in the “Tax Representations”corresponding covenants and agreements set forth in any of the Documents) 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain continue in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are until fully performed in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 accordance with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIItheir terms.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller CSC and the Buyer Parent contained in this Agreement and (except for the Special Representations) or in any certificate delivered pursuant hereto to this Agreement shall survive until 11:59 p.m. (New York City time) on the Closing for a period date that is the fifteen (15) month anniversary of 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, furtherhowever, that in the event of fraud with respect to a representation or warranty, such representation or warranty shall survive indefinitely. (b) Notwithstanding the foregoing, the Expiration Date of the representations and warranties of CSC contained in Sections 4.01 (a) the Seller in Section 3.1 (Organization Organization, Good Standing and Qualification), Section 3.2 4.02 (AuthoritySubsidiaries), Section 3.4 4.03 (Transferred AssetsAuthorization), and Section 3.21 4.09 (Brokers) Absence of Questionable Payments), 4.11 (such representations and warrantiesCapitalization; Votes), the “Fundamental Representations”4.14 (Taxes), 4.17 (Employee Benefit Plans), 4.20 (Compliance with Laws; Orders; Permits) and 4.24 (bFinancial Advisers) the Buyer and of Parent in Section 4.1 Sections 5.01 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (BrokersGood Standing) and Section 4.6 5.02 (Buyer’s Investigation and Reliance), in each case, Authorization) shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following be the date by on which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of limitations expires (the Closing, representations and absent fraud, no such claim for any such breach may be brought outside of the survival periods warranties set forth in this Section 8.1clause (b) are referred to as the “Special Representations”). (c) The date on which a representation and warranty expires as provided in this Agreement is referred to as the “Expiration Date”. Notwithstanding All representations and warranties of CSC and Parent shall survive beyond the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 Expiration Date with respect to any representation, warranty inaccuracy therein or covenant breach thereof if a Notice of Claim is provided prior to the expiration of the applicable survival periodperiod for such representation and warranty, the claim with respect in which case such representation and warranty shall survive as to such representation, warranty or covenant shall continue indefinitely claim until such claim is has been finally resolved resolved. (d) For the avoidance of doubt, (i) the respective covenants, agreements and obligations of the parties set forth in this Agreement or in any certificate, document or other instrument delivered pursuant to this Article VIIIAgreement shall survive the execution and delivery of this Agreement, any investigation by or on behalf of any party hereto, and the First Effective Time without limitation and shall terminate on the expiration of all applicable statutes of limitation and (ii) it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties.

Survival of Representations, Warranties and Covenants. The Parties, intending to contractually agree on the applicable statute of limitations, agree that all representations and warranties of the Seller (other than Fundamental Representations and the Buyer contained representation and warranties set forth in this Agreement and any certificate delivered pursuant hereto Section 3.19 (Environmental Liabilities)) shall survive the Closing for a period of twelve until the date that is eighteen (1218) months after the Closing Date; provided that (i) , and all liabilities of the Sellers in connection with their respective representations and warranties of (other than Fundamental Representations and the Seller contained representation and warranties set forth in Section 3.14 3.19 (TaxesEnvironmental 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 in Section 3.1 (Due Organization and Good Standing), Section 3.2 (Authorization of Transactions), Section 3.3 (Conveyed Entities; Capital Structure; Subsidiaries), Section 3.12 (Taxes), Section 3.26 (Seller Brokers’ Fees), Section 4.1 (Due Organization and Good Standing), Section 4.2 (Authorization of Transactions) and Section 4.9 (Buyer Brokers’ Fees) (collectively, the “Tax Fundamental Representations”) shall survive the Closing until thirty (30) days after the expiration of the statute of limitations applicable to the matters to which the applicable Fundamental Representation relates. The Parties, intending to contractually agree on 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; providedlimitations, further, agree that the representations and warranties of (a) the Seller in Section 3.1 3.19 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (BrokersEnvironmental Liabilities) (such 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 indefinitelyuntil the date that is four (4) years from the Closing Date. The covenants and agreements of the Seller and the Buyer Parties contained in this Agreement (i) that are performed at or prior to Closing shall survive the Closing for a period of twelve through and until the date that is eighteen (1218) months after the Closing Date, except for those covenants Date and agreements (ii) that by their terms contemplate performance in whole or in part are required to be performed after the Closing, which Closing shall remain continue in full force and effect for a period of twelve (12) months following and survive in accordance with their respective terms. Notwithstanding anything in this Agreement to the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraudcontrary, no such claim action for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim indemnification or written notice is given in good faith pursuant to Section 8.4 otherwise with respect to breach of any representation, warranty or covenant prior to the expiration of the applicable survival periodunder this Agreement may be brought, the claim and no litigation with respect to thereto commenced, and the Party making such representation, warranty or covenant shall continue indefinitely 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 survival period with respect to that representation, warranty or covenant, if any, specified above, in which case the representations and warranties covenants, as applicable, that are the subject of each such claim shall survive until such claim is finally resolved pursuant 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 80 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 shall continue in full force and effect without any time limitation with respect to such breach or alleged breach. Notwithstanding anything herein to the contrary, nothing in this Article VIIIAgreement shall operate to limit the liability of the Sellers or Buyer for fraud.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification)The representations, Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing only for a the applicable period set forth in this Section 16. All of twelve the representations, warranties, covenants and agreements of Seller and Buyer contained in this Agreement and all unasserted claims and causes of action with respect thereto shall terminate upon expiration of the fifteen (1215) months after month following the Closing Date, except for those covenants that: (i) the representations and agreements that by their terms contemplate performance warranties in whole or Section 4.12 (Tax Matters), shall terminate upon the expiration of the applicable statute of limitations; (ii) the representations and warranties in part after Section 4.13 (Environmental Matters) shall terminate upon the Closing, which shall remain in full force and effect for a period expiration of twelve twenty- four (1224) months following the date by which such covenant or agreement is required Closing Date; (iii) the representations and warranties in Section 4.1 (Organization, Existence and Standing of Seller), Section 4.2 (Corporate Authority), Section 5.1 (Organization, Existence and Standing of Buyer), and Section 5.2 (Corporate Authority) shall survive indefinitely; (iv) the representations and warranties in the first sentence of Section 4.4(a) (Real Property) shall terminate on the third anniversary of the Closing Date; (v) the representations and warranties in Section 4.5 (Title to be performed. The survival Personal Property) shall terminate on the seventh anniversary of the Closing Date; (vi) the covenants and agreements contained in this Agreement having specific time periods of applicability shall survive the Closing Date for the periods set forth herein are in lieu oftherein; and (vii) covenants and agreements of the Buyer to assume the Assumed Liabilities, the Buyer's share of the Shared Liabilities, and the parties expressly waiveliabilities assumed by Buyer under Section 9 and to indemnify Seller and the Seller Subsidiaries with respect to the Assumed Liabilities, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as the Buyer's share of the ClosingShared Liabilities, and absent fraud, no such claim the liabilities assumed by Buyer under Section 9 as provided for any such breach may be brought outside in clause (b) of Section 17.2 and the covenants and agreements of the survival periods Seller to retain the Retained Liabilities, the Seller's share of the Shared Liabilities, and the liabilities retained by Seller under Section 9 and to indemnify the Buyer with respect to the Retained Liabilities, the Seller's share of the Shared Liabilities, and the liabilities retained by Seller under Section 9 as provided for in clause (c) of Section 17.1 shall (except as otherwise set forth in this Section 8.1. Notwithstanding 9) survive indefinitely. (b) In the foregoing, if a written event notice of any claim or written notice for indemnification is given (as provided for in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of 17) within the applicable survival period, the representations, warranties, covenants and agreements that are the subject of such indemnification claim with respect to shall survive until such representation, warranty or covenant shall continue indefinitely until time as such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The All of the representations and warranties of the Seller and the Buyer contained set forth in this Agreement shall survive until the end of the eighteenth complete calendar month after the Closing Date, except that (A) all of the representations and warranties set forth in Sections 6.8 (Suits) and 6.9 (No Material Adverse Change) shall survive until the end of the twelfth complete calendar month after the Closing Date, (B) all of the representations and warranties set forth in Section 5.13 (Intellectual Property) and Section 5.30 (Product Warranties and Liability) shall survive until the end of the twenty-fourth complete calendar month after the Closing Date, and (C) all of the representations and warranties set forth in Sections 5.1 (Existence and Power), 5.2 (Authorization), 5.3 (Enforceability), 5.4 (Governmental Authorizations), 5.12(a) (Title to Assets), 5.17 (Benefit Matters), 5.18 (Environmental Matters), 5.19 (Taxes), 5.21 (Brokers), 5.32 (Investment Purpose), 6.1 (Existence and Power), 6.2 (Authorization), 6.3 (Enforceability), 6.4 (Governmental and Third Party Authorizations) and 6.7 (Capitalization), and any certificate representation or warranty the making of which involves fraud or intentional misrepresentation, shall survive until Buyer can no longer incur any Losses arising out of such breach, fraud or intentional misrepresentation, including due to the expiration of all applicable statutory time limitations for all potential Losses (to the extent all potential Losses relate to third party claims). The Seller’s indemnification obligations set forth in Sections 9.2(a)(ii)-(ix) shall survive indefinitely. The Buyer’s indemnification obligations set forth in Section 9.2(b)(ii)-(iv) shall survive until the Buyer Note is paid in full. Any claims under Section 9.2(a)(i) or Section 9.2(b)(i) with respect to a breach of a representation and warranty must be asserted by written notice delivered pursuant hereto prior to 5:00 P.M., Milwaukee time, on the last day of the applicable survival period in this Agreement, and if such a Claim Notice is given in compliance with Section 9.4(a) or a Third Party Notice is given in compliance with Section 9.5(a), as applicable, prior to such time, the survival period for such claim shall continue until such claim is fully resolved. The covenants and agreements contained herein shall survive the Closing for without limitation as to time unless the covenant or agreement specifies a period of twelve (12) months after the Closing Date; provided that (i) the representations and warranties of the Seller contained term, in Section 3.14 (Taxes) (which case 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”) covenant or agreement shall survive for a period of five (5) years after the Closing Date; providedsuch specified term. All representations, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained made in this Agreement shall survive Agreement, in the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, Seller Disclosure Schedules and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIAncillary Agreements are material.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the Seller and the Buyer agreement contained in this Agreement and or in any certificate agreement or other document delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after and be enforceable until such covenant or agreement has been fully performed. All representations and warranties contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing Date; provided that until April 30, 2006 and shall thereafter expire. The limitations on survivorship set forth in the preceding sentence of this Section 9.4 shall not apply to (i) the representations and warranties set forth in Sections 3.4 (Capitalization), 3.20 (Brokers), 4.3 (Company Shares), 4.4 (Brokers) and 5.4 (Brokers), all of which shall survive without limitation (and in no event less than six years), or (ii) claims based on fraud or intentional misrepresentation, which shall survive without limitation (and in no event less than six years), (iii) the Seller contained representations and warranties set forth in Section 3.14 3.15 (Government Contracts), which shall survive for six (6) years after the Closing, or (iv) the representations and warranties set forth in Sections 3.8 (Employee Benefit Plans), 3.10 (Taxes) and 3.16 (such representations and warrantiesEnvironmental), the “Tax Representations”) which shall survive until the Closing until thirty days after the expiration end of the applicable statute of limitations (including or any extensions theretoextension thereof) and plus ninety (ii90) 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1days. Notwithstanding the foregoing, if a written claim any representation or written notice is given in good faith pursuant to Section 8.4 warranty with respect to any representation, warranty or covenant which a claim has been made for a breach thereon prior to the expiration end of the applicable survival period shall survive past the applicable survival period, the claim with respect to such representationif necessary, warranty or covenant shall continue indefinitely at least until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the Seller and the Buyer agreement contained in this Agreement that is to be performed from and any certificate delivered pursuant hereto after the Closing shall survive the Closing for a period and be enforceable until such covenant or agreement has been fully performed in accordance with the terms thereof; provided, that all pre-Closing covenants shall terminate upon, and shall not survive, the Closing, and neither the Members nor any Seller Parties, nor any of their respective Affiliates, shall have any liability whatsoever with respect to any pre-Closing covenants. All representations and warranties contained in ARTICLE III, ARTICLE IV or ARTICLE V, as applicable, of this Agreement or in any Seller Party Closing Certificate or Buyer Closing Certificate, as applicable, shall survive the Closing until the date twelve (12) months after from the Closing Date; provided that , and shall thereafter expire. The limitations on survival of representations and warranties set forth in this Section 8.4 shall not apply to: (ia) the representations and warranties of the Seller contained set forth in Section 3.14 Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3(a)(i) (No Violation to Result), 3.4 (Company Subsidiaries; Equity Interests), 3.5 (Capitalization), 3.11 (Taxes), 3.25 (Brokers), 4.1 (Authority for Agreement), 4.3 (Ownership) and 4.4 (Brokers) (such representations and warrantiescollectively, the “Tax Seller Fundamental Representations”), (b) the representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Authority for Agreement) and 5.4 (Brokers) or (c) any claim for Fraud, each of which shall survive the Closing until thirty sixty (60) days after following the expiration of the applicable statute of limitations limitations, including waivers and extensions thereof, but not less than six (including any extensions thereto6) and (ii) years. Notwithstanding anything to 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained contrary in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waiveSection 8.4, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed contained in ARTICLE III, ARTICLE IV or ARTICLE V, as applicable, of this Agreement or in any Seller Party Closing Certificate or Buyer Party Closing Certificate with respect to have accrued as which a claim has been made for a breach thereon prior to expiration of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the applicable survival periods date as set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to shall survive the expiration of the applicable such survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely date until such claim is fully and finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller and the Buyer contained in this Agreement relating to the Companies and any certificate delivered pursuant hereto the Business shall survive the Closing for a period of twelve until the date that is eighteen (1218) months after following the Closing Date. The representations and warranties of the Seller contained in Sections 3.31 and 3.32 shall survive the RDA Closing until the date that is eighteen (18) months following the RDA Closing Date; provided provided, however, that (i) the representations and warranties of the Seller contained in Section 3.14 (Taxesmade pursuant to Sections 3.1 and 3.31(f) (such representations Organization, Qualification and warrantiesPower), 3.2 and 3.31(g) (Authority), 3.4 and 3.31(h) (Share Ownership; Capitalization; Subsidiaries), and 3.16 (No Brokers) (the foregoing representations, the “Tax Fundamental Representations”) shall survive indefinitely, (ii) the Closing representations and warranties made pursuant to Sections 3.5, 3.31(i)(i), 3.31(i)(ii), and 3.32(d)(i) (Sufficiency of Assets; Good Title) and 3.8 (Taxes) shall survive until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions theretoor, if no statute of limitations is applicable, the seventh (7th) and anniversary of the Closing Date); the (iiiii) the representations and warranties of the Seller contained in Section 3.15 made pursuant to Sections 3.17 (ERISA) and 3.18 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for a period of five the Closing until twenty-four (524) years months after the Closing Date; provided, further, that and (iv) the representations and warranties made pursuant to Section 3.31(c)(ii) shall survive the RDA Closing until thirty (30) days after the expiration of the applicable statute of limitations (aor, if no statute of limitations is applicable, the seventh (7th) anniversary of the RDA Closing Date). Written notice of a claim must be given by the Buyer to the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such accordance with the provisions hereof prior to the expiration of the applicable representations and warranties, the “Fundamental Representations”) and . (b) the Buyer in Section 4.1 (Organization The representations 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 indefinitely. The covenants and agreements warranties of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve until the date that is eighteen (1218) months after from the RDA Closing Date (or, if the RDA Closing shall not have occurred, eighteen (18) months from the Closing Date); provided, except for those covenants however, that the representations and agreements that by their terms contemplate performance in whole or in part warranties made pursuant to Sections 4.1 (Organization), 4.2 (Authority) and 4.9 (Security Clearances) shall survive until thirty (30) days after the Closing, which shall remain in full force and effect for a period expiration of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any Written notice of a claim must be given by the Seller to the Buyer in accordance with the provisions hereof prior to the expiration of the applicable representations and warranties. (c) No covenant or agreement contained herein that is to be performed on or prior to (i) the Closing Date shall survive the Closing Date unless otherwise expressly agreed by the Parties or (ii) the RDA Closing Date shall survive the RDA Closing Date unless otherwise expressly agreed by the Parties; provided, however, that the foregoing shall in no respect limit the rights of the Parties to seek indemnification for any breach of representation such covenant or warranty hereunder shall be deemed to have accrued as of agreement occurring before the Closing or the RDA Closing, as applicable. Any covenant and absent fraudagreement to be performed, no in whole or in part, after the Closing Date or the RDA Closing Date shall survive the Closing or the RDA Closing, as applicable, indefinitely, except as otherwise expressly provided in such claim covenant or agreement. The Parties specifically and unambiguously intend that the survival periods that are set forth in this Section for the representations and warranties contained herein shall replace any statute of limitations for such breach may representations or warranties that would otherwise be brought outside applicable (including, without limitation, the statute of the limitations prescribed by Requirements of Law). The limitations on survival periods set forth in this Section 8.1. Notwithstanding 9.1 shall not apply in the foregoing, if case of fraud by the Indemnitor. (d) Any claim made by a written claim or written notice is given in good faith pursuant party seeking to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of be indemnified within the applicable survival period, the claim with respect to such representation, warranty or covenant time periods set forth in Sections 9.1(a) and 9.1(b) shall continue indefinitely survive until such claim is finally resolved pursuant and fully resolved. Notwithstanding anything in this Section 9.1 to this Article VIIIthe contrary, in no event shall the survival of any representation or warranty hereunder be affected by any investigation, inquiry or examination made for or on behalf of any party, or the knowledge of any party’s representatives or the acceptance by any party of any certificate or opinion hereunder or the consummation of the Closing or the RDA Closing.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the Seller and the Buyer agreement contained in this Agreement or in any agreement or other document delivered pursuant hereto and to be performed after the Closing shall survive the Closing and be enforceable until such covenant or agreement has been fully performed. All representations, warranties and covenants to be performed at or prior to the Closing contained in this Agreement or in any certificate agreement or other document delivered pursuant hereto shall survive the Closing for a period of twelve until the date that is eighteen (1218) months after the Closing Date; provided , and shall thereafter expire, except that any representation, warranty or covenant 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 this Section 9.2 shall not apply to (i) the representations and warranties of the Seller contained set forth in Section 3.14 Sections 3.1 (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.4 (Capitalization), 3.10 (Taxes), 3.22 (Brokers), 4.1 (Formation and Power), 4.2 (Authority for Agreement), 4.4 (Company Shares) and 4.5 (Brokers) (such representations and warrantiescollectively, the “Tax Seller Fundamental Representations”) ), all of which shall survive the Closing until thirty days after the expiration of the any applicable statute statutes of limitations (including any extensions thereto) and limitations, (ii) the representations and warranties of the Seller contained set forth in Section 3.15 Sections 5.1 (Environmental MattersOrganization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result) and 5.4 (Brokers) (such representations and warranties collectively, the “Environmental Buyer Fundamental Representations”) ), all of which shall survive for a period until the expiration of five any applicable statutes of limitations and (5iii) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller set forth in Section 3.1 3.14 (Organization and QualificationGovernment Contract Regulatory Matters), Section 3.2 which shall expire thirty-six (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (1236) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIII.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the Seller and the Buyer agreement contained in this Agreement Agreement, any exhibit, any schedule or in any agreement or certificate executed in connection herewith and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve and be enforceable until such covenant or agreement has been fully performed. All representations and warranties contained in this Agreement, any exhibit, any schedule or in any agreement or certificate executed in connection herewith executed or delivered pursuant hereto shall survive the Closing until the date that is two (122) months years after the Closing Date; provided 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 (ia) 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 of 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 Seller contained representations and warranties set forth in Section 3.14 3.10 (Taxes) (such representations and warranties), the “Tax Representations”) which shall survive the later of (i) six (6) years after the Closing until thirty or (ii) sixty (60) days after following the expiration of the applicable statute of limitations on collection or assessment with respect to any Tax matter (including any extensions theretothereof) and (ii) the representations and warranties from which Damages may arise from a breach 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth Nothing herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of prevent the ClosingIndemnified Party from making a claim, and absent fraudan Indemnified Party may make a claim hereunder, no for potential or contingent claims or demands; provided, the notice of such claim sets forth the basis for any such breach potential or contingent claim or demand to the extent then reasonably feasible and the Indemnified Party has reasonable grounds to believe that such a claim or demand may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIImade.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller Company, each of the Stockholders and the Buyer Principal contained in this Agreement and Agreement, or in any certificate or other instrument delivered pursuant hereto to this Agreement, shall survive remain in effect until, and will expire upon the second anniversary of the Closing for a period Date (the "Termination Date"). The representations and warranties of twelve (12) months after the Parent and Sub shall remain in effect until, and will expire upon the Closing Date; provided that . Notwithstanding the foregoing: (i) the representations and warranties of the Seller Company, each of the Stockholders and the Principal contained in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”) following Sections shall survive the Closing indefinitely and until thirty days after the expiration of the applicable statute of limitations limitations, respectively: Section 2.1 (including any extensions thereto) and (ii) the representations and warranties Organization of the Seller contained in Company); Section 3.15 2.2 (Subsidiaries); Section 2.3 (Company Capital Structure); Section 2.8 (No Undisclosed Liabilities); Section 2.13 (Intellectual Property); and Section 2.20 (Environmental Matters) (such representations and warranties collectively, the “Environmental "Surviving Representations”"); (ii) the Termination Date shall not apply to claims based upon fraud; and (iii) the representation, warranty, covenant or obligation that is the subject matter of a timely submitted Claim Notice (as defined in Section 7.1(c)) shall survive for a period of five (5) years after the Closing Date; providednot so expire with respect to such Claim Notice, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which but rather shall remain in full force and effect for a period until such time as each and every claim that is based upon, or that reasonably relates to, any breach or alleged breach of twelve (12) months following the date by which such representation, warranty, covenant or obligation and that is reasonably related to the subject matter of such Claim Notice has been fully and finally resolved, either by means of a written settlement agreement is required to be performed. executed on behalf of the Stockholder Representative and the Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (b) The survival periods set forth herein are in lieu ofrepresentations, warranties, covenants and obligations of the Company, each of the Stockholders and the Principal, and the parties expressly waiverights and remedies that may be exercised by 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 otherwise applicable statute of limitations. Any claim for breach the Indemnified Parties or any of representation their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation, warranty, covenant or warranty hereunder obligation shall be deemed to have accrued as been given if any Indemnified Party, acting in good faith, delivers within the time periods provided in Section 7.1(a) to the Company or any of the Closing, Stockholders or the Principal and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if Escrow Agent a written claim notice stating that such Indemnified Party believes that there is or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration has been a possible breach of the applicable survival period, the claim with respect to such representation, warranty warranty, covenant or covenant shall continue indefinitely until obligation and containing (i) a brief description of the circumstances supporting such claim Indemnified Party's belief that there is finally resolved pursuant to this Article VIII.or has been such a possible

Survival of Representations, Warranties and Covenants. The representations representations, warranties and warranties covenants of the Seller and the Buyer Parties hereto contained in this Agreement and any certificate delivered pursuant hereto at the Closing, shall survive the Closing for a period the periods set forth in this Section 8.1, which the Parties expressly agree are contractual statutes of twelve limitation: (12a) except as otherwise expressly set forth in Section 8.1(b), Section 8.1(c), Section 8.1(d) and Section 8.1(e), all of the representations and warranties set forth in this Agreement shall survive for eighteen (18) months after the Closing Date; provided that Closing; (ib) the representations and warranties of the Seller contained set forth in Section 3.14 2.1 (Taxes) Organization and Qualification), Section 2.2 (such representations Authority), Section 2.5 (Company Capitalization; Right and warrantiesTitle to Shares), the “Tax Representations”) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations Section 2.7 (including any extensions thereto) Brokers 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; providedFinders), further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 3.5 (Transferred AssetsCapitalization), Section 3.22 (Brokers and Section 3.21 (Brokers) (such representations and warrantiesFinders), 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 4.9 (Buyer’s Investigation Brokers and Reliance)Finders) (collectively, in each case, the “Designated Representations”) shall survive the Closing indefinitely. The covenants without time limit under this Agreement; (c) the representations and agreements of the Seller and the Buyer contained warranties set forth in this Agreement Section 3.9 (Tax Matters) shall survive the Closing until the expiration of the applicable statute of limitations; and (d) the representations and warranties set forth in Section 3.16 (Environmental Matters) shall survive the Closing until the date that is three years after the Closing Date; (e) the covenants and agreements (i) set forth in Section 5.14 (Tax Matters) shall survive the Closing until the expiration of the applicable statute of limitations; (ii) set forth in this Agreement to be performed solely at or prior to the Closing, shall survive for a period of twelve six (126) months after the Closing Date, except for those covenants Closing; and agreements that by their terms contemplate performance (iii) set forth in whole or in part this Agreement to be performed after the Closing, which Closing shall remain in full force and effect for a period of twelve survive six (126) months following after the date by which such covenant or agreement is required to be performedperformance thereof; or (f) the indemnity obligations under Section 8.2(c) shall survive without time limit. The survival periods set forth herein are in lieu of, and Notwithstanding the parties expressly waiveforegoing, any otherwise claim made within the applicable statute of limitations. 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 such breach may be brought outside of the survival time periods set forth in this Section 8.1. Notwithstanding 8.1 with reasonable specificity by the foregoing, if a written claim or written notice is given in good faith pursuant Party seeking to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant be indemnified shall continue indefinitely survive until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto herein shall survive the Closing for a period of twelve (12) months after the Closing Date; provided that as follows: (i) the representations and warranties of the Seller contained set forth in Section 3.14 4.1 (TaxesOrganization, Etc.), Section 4.2 (Authority Relative to this Agreement, Etc.), Section 4.3 (Capitalization), Section 4.19 (Brokers and Finders), Section 5.1 (Organization and Standing), Section 5.2 (Authority Relative this Agreement, Etc.), Section 5.4 (Brokers and Finders), Section 5.8 (Investigation by JLL Holdco), Section 5.9 (JLL Legacy Entities), Section 6.1 (Organization and Standing), Section 6.2 (Authority Relative this Agreement, Etc.), Section 6.4 (Brokers and Finders), Section 6.5 (No Prior Business), Section 6.6 (Investigation by Newco) and Section 6.9 (Capitalization; Valid Issuance) (such representations and warrantiescollectively, the “Tax Fundamental Representations”) shall survive the Closing indefinitely, (ii) the representations and warranties set forth in Section 4.6 (Financial Statements), Section 4.9 (Undisclosed Liabilities), Section 4.16(b) (Customers and Suppliers), Section 4.17 (Product Liability and Warranty Breach) and Section 4.18 (Title to DPP Assets; Sufficiency of DPP Assets) shall survive the Closing until thirty November 18, 2015 (the “General Representation Survival Period”) and (iii) the other representations and warranties set forth in Article IV, Article V and Article VI shall not survive the Closing. All covenants and agreements contained herein which by their terms are to be performed at or prior to the Closing shall survive the Closing until November 18, 2015, and all covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing until fully performed and remain in full force and effect in accordance with their terms; provided that, for the avoidance of doubt, (x) the obligations of Newco to assume, and to indemnify the Delta Indemnified Parties for, the Assumed Liabilities shall survive the Closing indefinitely, and (y) the obligations of Delta to retain, and indemnify the Newco Indemnified Parties for, the Retained Liabilities shall survive the Closing indefinitely; provided, however, that the obligations in Section 8.1(a) shall survive only until 30 days after the expiration of the applicable statute of limitations (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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIextension thereof.

Survival of Representations, Warranties and Covenants. The representations Except to the extent a different period is expressly set forth herein with respect to a covenant to be performed after the Closing, the representations, warranties, covenants and warranties of the Seller and the Buyer contained agreements in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of and shall terminate on the date that is twelve (12) months after the Closing Date; provided provided, however, that (i) the representations and warranties set forth in Section 3.2 (Capitalization of the Seller contained in Company), Section 3.14 3.3 (TaxesAuthority), Section 3.15 (Tax Matters); Section 3.16 (Brokers), Section 4.3 (Authority), Section 4.5 (Brokers), Section 5.2 (Authority), and Section 5.5 (Brokers) (such representations and warrantiescollectively, the “Tax Fundamental Representations”) shall survive the Closing and shall terminate on the date that is the earlier of (A) six (6) years after the Closing Date and (B) sixty (60) days after the expiration of the applicable statute of limitations period; provided further, that the representations and warranties set forth in Section 3.11 (Environmental) and Section 3.19 (Regulatory) (collectively, the “Special Representations”) shall survive the Closing and terminate on the date that is twenty four (24) months after the Closing Date and provided further that the covenants that are intended to survive the Closing shall survive until thirty their specified survival period or, if no such period is specified, until such covenants are performed; provided further that the representations and warranties in Section 3.15 (Tax Matters) shall not terminate until sixty (60) days after the expiration of the applicable statute of limitations (including each such termination date, a “Survival Period Termination Date”). No Person shall be liable for any extensions thereto) and (ii) claim for indemnification under this ARTICLE 9 unless a Notice of Claim is delivered by the representations and warranties of Person seeking indemnification to the Seller contained in Section 3.15 (Environmental Matters) (such representations and warranties Person from whom indemnification is sought prior to the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Survival Period Termination Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 casewhich case the representation, shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Datewarranty, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement which is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute subject of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoingshall survive, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration extent of the applicable survival periodsuch claim only, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant resolved, if, but only if, (x) in the case of a claim made by reason of a third party claim, the Notice of Claim is accompanied by a copy of the written notice of the third party claimant and (y) in the case of any claim made other than by reason of a third party claim, some Losses shall have been incurred in good faith at or prior to this Article VIIIthe date of such notice.

Survival of Representations, Warranties and Covenants. The representations representations, warranties, covenants and warranties obligations of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained parties made in this Agreement shall survive Closing, 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 Assets), 3.10 (Preneed and Trust Accounts and Endowment Care Funds), 3.14(e) (Real Estate Taxes) (claims with respect to any of the Closing foregoing representations and warranties referred to herein as “Special Claims”) and 4.1 (Authority), for a period of twelve three (123) months after the Closing Dateyears 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 those covenants and agreements that by their terms contemplate performance in whole or in part after the Special Covenants (as hereinafter defined), for a period of three (3) years following Closing, which unless otherwise specified herein; and (d) Buyer’s assumption of the Assumed Liabilities set forth in Section 1.4.1, Seller’s retention of the Retained Liabilities in Section 1.4.2 and the covenants set forth in Section 5.8 (Post Closing Access and Cooperation), Section 5.24 (Wrongful Burial Resolution) and Section 5.25 (Post-Closing Tax Matters) (collectively the “Special Covenants”), and Section 9.4 (Seller’s Broker), without limitation. Notwithstanding anything else herein to the contrary, the indemnification obligations set forth in this Article VIII for breaches of representations and warranties and covenants shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to until the expiration of the applicable survival perioddate for such representations and warranties and covenants. Such survival limitations and time periods 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 claim with respect to alleged mishandling of burials, cremations, and/or human or cremated remains. Instead, there shall be no time limitations regarding Seller’s and Buyer’s respective indemnity rights against each other based upon such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIthird party and/or government claims.

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 the Seller and the Buyer Company contained in or made pursuant to this Agreement and any certificate delivered pursuant hereto the indemnity obligations for the inaccuracy or breach of such representations and warranties contained in Section 7.2(a) hereof shall survive terminate on, and no claim or Action with respect thereto may be brought, after the Closing for a period of twelve (12) months after month anniversary of the Closing Date; provided 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 Seller Consent and Indemnity Agreement and the indemnity obligations for the inaccuracy or breach of such representations and warranties contained in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”7.2(a) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) indefinitely and (ii) the representations and warranties of the Seller contained in Section 3.15 (Environmental MattersTaxes) shall survive until the applicable statute of limitation expires. (c) The 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 “Environmental Representations”twelve (12) shall survive for a period month anniversary of five (5) years after the Closing Date; provided, furtherhowever, that for purposes of claims by Stockholder Indemnified Parties, (i) the representations and warranties of set forth in Sections 4.1, and 4.3 shall survive indefinitely and (aii) the Seller representations and warranties contained in Section 3.1 (Organization 4.10 and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement Section 5.18 shall survive until the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim limitation expires. (d) The representations and warranties and the applicable indemnity obligations with respect thereto pursuant to this Article VII for the inaccuracy or breach of representation or warranty hereunder shall be deemed thereof that terminate pursuant to have accrued this Section 7.1 (as of well as the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods indemnity obligations set forth in this Section 8.1. Notwithstanding the foregoingSections 7.2 and 7.3 hereof), if a written claim or written notice is given in good faith pursuant to Section 8.4 shall not terminate with respect to (and to the extent of) any representationactual claim, warranty whether or covenant 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 reasonable detail the facts upon which the claim for indemnification is based, including the identity of the Person making the claim, prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIII.

Survival of Representations, Warranties and Covenants. The Each of the Parties hereto hereby agrees that representations and warranties made by or on behalf of the Seller and the Buyer contained it in this Agreement and or in any certificate document or instrument delivered pursuant hereto shall survive the Closing Date for a period of twelve six (126) months after (the "SURVIVAL PERIOD"), at which point they shall terminate and no claim for indemnification thereafter shall be brought in respect of them, except that a representation or warranty with respect to Section 3.02 (Corporate Authorization), Section 3.04 (Noncontravention), Section 3.05 (Required Consents), Section 3.08 (SEC Filings; Financial Statements; Disclosure Controls), Section 3.10 (No Undisclosed Liabilities), Section 3.18 (No Violation of Law), Section 3.26 (Employee Benefit Plans), Section 3.27 (Employee and Labor Matters), Section 3.28 (Environmental Matters) and Article 7 (Tax Matters) shall survive until the earlier of the expiration of two (2) years from the Closing Date; provided Date or the liquidation or dissolution of CellStar, provided, however, that (i) the representations and warranties liquidation or dissolution of CellStar shall not occur during the Seller contained Applicable Period in accordance with Section 3.14 (Taxes) (such representations and warranties5.15 hereof. The covenants set forth in this Agreement or any agreements executed pursuant hereto, the “Tax Representations”) shall survive the Closing until thirty days after such covenants have been performed or waived by the expiration Party seeking enforcement thereof. Notwithstanding the right of Buyer to investigate the applicable statute Purchased Assets, the Business and Seller and its Subsidiaries, and notwithstanding any knowledge determined or determinable by Buyer as a result of limitations (including any extensions thereto) such investigation, Buyer has the unqualified right to rely upon, and (ii) has relied upon, each of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the made by Seller and the Buyer contained its Subsidiaries in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIhereto.

Survival of Representations, Warranties and Covenants. The representations All representations, warranties, pre-Closing covenants and warranties obligations of Seller, on the Seller one hand, and Purchaser, on the Buyer other hand, contained in this Agreement or in any document to be executed and any certificate delivered pursuant hereto to this Agreement at the Closings (each, a “Closing Document”) shall survive the Initial Closing for a period of twelve eighteen (1218) months after and automatically terminate thereafter without any action on the Closing Datepart of any Party hereto; provided provided, however, that (ia) the representations and warranties set forth in Sections 4.1 (Corporate), 4.5 (Title to Purchased Assets; Absence of Encumbrances), 4.14 (Brokers and Finders), 5.1 (Corporate), and 5.3 (Brokers and Finders) shall survive indefinitely after the Seller contained Initial Closing for such Facility; and (b) the representations and warranties set forth in Section 3.14 Sections 4.3 (Taxes) and 4.20 (such representations and warranties, the “Tax Representations”) shall Employee Benefits)shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations period (including any all extensions theretothereof) applicable to the underlying subject matter being represented and (iic) the representations and warranties set forth in Sections 4.11 and 4.12 shall survive until the three year anniversary of the Seller contained in Section 3.15 (Environmental Matters) (such Initial Closing Date. The representations and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; providedcontained in Sections 4.1, further4.3, that the representations 4.5, 4.14, 4.20, 5.1, 5.3 and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, 5.4 are sometimes collectively referred to herein as the “Fundamental Representations”.” Except as otherwise set out in this Agreement, post-Closing covenants and obligations of the Parties shall survive the Initial Closing Date for three (3) years and automatically terminate without any action on the part of any Party hereto; provided, however, that (ba) non-monetary obligations for access and/or retention of records, confidentiality, general cooperation, delivery of property received belonging to the Buyer in Section 4.1 (Organization other Party, and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), in each casefurther assurances, shall survive the Initial Closing indefinitely. The covenants and agreements Date for the period of the Seller and statute of limitations or the Buyer contained in this Agreement shall specific period set forth herein; (b) Assumed Liabilities will survive the Initial Closing for a period of twelve Date until thirty (1230) months days after the expiration of the statute of limitations period (including all extensions thereof) applicable for such Assumed Liability; and (c) Seller’s obligations with respect to Excluded Liabilities will survive the Initial Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part Date until thirty (30) days after the Closing, which shall remain in full force and effect for a period expiration of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim limitations period (including all extensions thereof) applicable 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 such breach may be brought outside of the survival periods set forth in this Section 8.1Excluded 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 9.1 (such time, the “Expiration Date”) if a written claim Notice of Indemnification shall have been given to the applicable Indemnifying Party on or written notice is given in good faith pursuant to Section 8.4 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 with respect to any representationsuch breach within the one hundred eighty (180) day period following the Expiration Date. In the absence of filing such action, warranty or covenant prior the Escrow Funds, if any, held by the Title Company shall be released to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIISeller.

Survival of Representations, Warranties and Covenants. The (a) For the purposes of this Agreement and notwithstanding anything to the contrary in the Merger Agreement, the representations and warranties of the Seller and the Buyer contained in this Agreement the Merger Agreement, and in any certificate delivered pursuant hereto to the terms thereof, and the right to commence any claim for indemnification with respect thereto, shall survive the Closing for a period of twelve eighteen (1218) months after the Closing Datemonths; provided that provided, however; (i) the representations and warranties (A) set forth in Section 4.14 of the Seller contained Merger Agreement and (B) in Section 3.14 any certificate delivered pursuant to the Merger Agreement (Taxesto the extent relating to such representations or warranties described in clause (A)), shall not survive the Closing; (ii) (such representations and warrantiesA) the Buyer Fundamental Representations, (B) the “Tax Representations”) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) Company Fundamental Representations and (iiC) the representations and warranties contained in any certificate delivered pursuant to the terms of the Seller contained in Section 3.15 Merger Agreement (Environmental Matters) (to the extent relating to such representations and warranties the “Environmental Representations”described in clause (A) or (B)), shall survive for a period of five not have any expiration date; and (5iii) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller set forth in Section 3.1 (Organization and Qualification)4.17, Section 3.2 (Authority)4.19, Section 3.4 (Transferred Assets)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 Section 3.21 (Brokers) (such the representations and warrantieswarranties set forth in Appendix A of the Merger Agreement, shall survive until one year and one day after the “Fundamental Representations”) and payment in full of all obligations of the applicable securitization trust. (b) For the Buyer purposes of this Agreement and notwithstanding anything to the contrary in Section 4.1 (Organization and Qualification)the Merger Agreement, Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, shall survive the Closing indefinitely. The all covenants and agreements of set forth in the Seller Merger Agreement and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which any Ancillary Agreements shall remain in full force and effect for a period of twelve in accordance with their terms. (12c) months following Notwithstanding the date by which such covenant or agreement is required foregoing, the right to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, commence any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder indemnification pursuant to Section 2.2(b) - (n) shall be deemed to have accrued as survive indefinitely. (d) After the expiration (if applicable) of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival time periods set forth in Section 2.1(a), Section 2.1(b) or Section 2.1(c), any claim for indemnification under this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 Agreement with respect to any representation, warranty or covenant prior to the expiration breach of the applicable representations, warranties, covenants or agreements shall be deemed time-barred, and no such claim shall be made; provided, however, that if written notice of a claim for indemnification shall have been provided to CBNA, on the one hand, or the Buyer, on the other hand, as the case may be, within the applicable survival periodperiod and in accordance with Section 3.1(a), then any representations, warranties, covenants or agreements that are the subject of such claim with respect 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 as to such representation, warranty or covenant shall continue indefinitely claim until such time as such claim is fully and finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing solely for a period purposes of twelve (12) months after Sections 8.1 and 8.2 and shall terminate at the Closing close of business on the Deferred Payment Date; provided , provided, however, that (i) the representations and warranties under Section 3.1 [Organization, Standing and Power], Section 3.2 [Authority; Approvals], Section 3.3 [Capitalization; Equity Interests], Section 3.16 [Brokers], Section 4.1 [Organization, Power and Authority], Section 4.2 [Authority; Approvals] and Section 4.5 [Brokers] which shall last indefinitely and Section 3.9 [Environmental Matters], Section 3.13 [Tax Matters] and Subsections (b) through (n) of the Seller contained in Section 3.14 [Labor Relations; Employees] shall terminate at the close of business five years following the Closing and (Taxesii) (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 warrantieswarranties shall terminate at the close of business three years following the Closing. The agreements contained in Article II, the “Tax Representations”) Article VI, Article IX, Article XI and Article XII shall survive the Closing until thirty days after the expiration solely for purposes of the applicable statute of limitations (including any extensions thereto) Sections 8.1 and (ii) the representations 8.2 and warranties of the Seller contained in Section 3.15 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for indefinitely (except to the extent that a shorter period of five (5) years after the Closing Date; provided, further, that the representations and warranties time is explicitly specified therein). The provisions of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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, 8.3 shall survive the Closing indefinitely. The covenants and agreements shall terminate at the close of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after business five years following the Closing, which . No party shall remain in full force and effect for a period have any liability or obligation of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 nature with respect to any representation, warranty warranty, agreement or covenant after the termination thereof. Notwithstanding anything to the contrary contained herein, if written notice of a claim has been given by an Indemnified Party to the Indemnifying Party in accordance with the provisions hereof and prior to the expiration termination of the applicable survival periodrepresentation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is has been finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve until the date that is eighteen (1218) months after following the Closing Date; provided provided, however, that (i) the representations and warranties of the Seller contained in Section 3.14 made pursuant to Sections 3.1 (TaxesOrganization, Qualification and Power), 3.2 (Authority), 3.4 (Share Ownership; Capitalization; Subsidiaries) and 3.16 (No Brokers) (such representations and warrantiesthe foregoing representations, the “Tax Fundamental Representations”) shall survive indefinitely, (ii) the Closing representations and warranties made pursuant to Sections 3.5 (Sufficiency of Assets; Good Title) and 3.8 (Taxes) shall survive until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions theretoor, if no statute of limitations is applicable, the seventh (7th) anniversary of the Closing Date); and (iiiii) the representations and warranties of the Seller contained in Section 3.15 made pursuant to Sections 3.17 (ERISA) and 3.18 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for a period of five the Closing until twenty-four (524) years months after the Closing Date; provided, further, that . Written notice of a claim must be given by the Buyer to the Seller in accordance with the provisions hereof prior to the expiration of the applicable representations and warranties. (b) The representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve until the date that is eighteen (1218) months after from the Closing Date; provided, except for those covenants however, that the representations and agreements that by their terms contemplate performance in whole or in part warranties made pursuant to Sections 4.1 (Organization), 4.2 (Authority) and 4.9 (Security Clearances) shall survive until thirty (30) days after the Closing, which shall remain in full force and effect for a period expiration of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any Written notice of a claim must be given by the Seller to the Buyer in accordance with the provisions hereof prior to the expiration of the applicable representations and warranties. (c) No covenant or agreement contained herein that is to be performed on or prior to the Closing Date shall survive the Closing Date unless otherwise expressly agreed by the Parties; provided, however, that the foregoing shall in no respect limit the rights of the Parties to seek indemnification for any breach of representation such covenant or warranty hereunder shall be deemed to have accrued as of agreement occurring before the Closing. Any covenant and agreement to be performed, in whole or in part, after the Closing Date shall survive the Closing indefinitely, except as otherwise expressly provided in such covenant or agreement. The Parties specifically and absent fraudunambiguously intend that the survival periods that are set forth in this Section for the representations and warranties contained herein shall replace any statute of limitations for such representations or warranties that would otherwise be applicable (including, no such claim for any such breach may be brought outside without limitation, the statute of the limitations prescribed by Requirements of Law). The limitations on survival periods set forth in this Section 8.1. Notwithstanding 9.1 shall not apply in the foregoing, if case of fraud by the Indemnitor. (d) Any claim made by a written claim or written notice is given in good faith pursuant party seeking to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of be indemnified within the applicable survival period, the claim with respect to such representation, warranty or covenant time periods set forth in Sections 9.1(a) and 9.1(b) shall continue indefinitely survive until such claim is finally resolved pursuant and fully resolved. Notwithstanding anything in this Section 9.1 to this Article VIIIthe contrary, in no event shall the survival of any representation or warranty hereunder be affected by any investigation, inquiry or examination made for or on behalf of any party, or the knowledge of any party’s representatives or the acceptance by any party of any certificate or opinion hereunder or the consummation of the Closing.

Survival of Representations, Warranties and Covenants. Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may be aware of in respect thereof, each of the representations and warranties made hereunder or pursuant hereto or in connection with the transactions contemplated by this Agreement shall survive the Closing and not be affected by any such investigation or awareness. The representations and warranties of the Seller and the Buyer contained set forth in this Agreement and any certificate delivered pursuant hereto shall survive will terminate at 11:59 p.m. Pacific time on the Closing for a period of twelve (12) date that is 18 months after the Closing Date; provided Date except that such 18-month time limitations shall not apply to: (ia) any claims for fraud pursuant to Section 9.13, which will survive until the expiration of the applicable statue of limitations, (b) any of the following claims or to Buyer’s rights to recover on such claims, with any representations and warranties of the Seller contained in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”) shall survive the Closing relating thereto surviving until thirty days after the expiration of the applicable statute of limitations limitations: (including i) claims for breaches of any extensions theretorepresentations and warranties contained in Section 3.1(h) (relating to Taxes of Seller), and (ii) the claims for breaches of any representations and warranties of the Seller contained in Section 3.15 (Environmental Matters3.1(q) (such relating to employee benefit matters of Seller), (c) claims for breaches of any representations and warranties the “Environmental Representations”contained in Section 3.1(r) (relating to environmental matters of Seller), shall survive for a period of until the date that is five (5) years after the Closing Date; provided, furtherand (d) any of the following claims or to Buyer’s or Seller’s rights to recover on such claims, that the with any representations and warranties relating thereto surviving indefinitely: (i) claims for breaches of (a) the Seller any representations and warranties contained in Section 3.1 3.1(a) (Organization and Qualificationrelating to organizational matters of Seller) or Section 3.2(a) (relating to organizational matters of Buyer), (ii) claims for breaches of any representations and warranties contained in Section 3.2 3.1(b) (Authority), relating to authority of and due execution by Seller) or Section 3.4 3.2(b) (Transferred Assetsrelating to authority of and due execution by Buyer), and (iii) claims for breaches of any representations and warranties contained in the second sentence of Section 3.21 (Brokers3.1(t) (relating to the Acquired Assets). Following the date of termination of a representation or warranty, no claim can be brought with respect to a breach of such representations representation or warranty, but such termination shall not affect any claim for a breach of a representation or warranty that was asserted pursuant to a Claim Notice before the date of termination. To the extent that such are performable after the Closing, each of the covenants and warranties, the “Fundamental Representations”) agreements contained in this Agreement 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, other Transaction Document shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained until its performance is completed in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 accordance with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIits terms.

Survival of Representations, Warranties and Covenants. (a) The representations representations, warranties, covenants or agreements of Transtech and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing hereunder for a period of twelve (12) six months after from the Closing Date; provided that Date except: (i) for the representations and warranties of concerning the Seller Company contained in Section 3.14 Sections 2.4(ii), (Taxesiii) and (such representations iv) and warranties, the “Tax Representations”2.8(a)(ii)(B) which shall not survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) and hereunder; (ii) for the representations and warranties of the Seller contained in Section 3.15 (Environmental Matters) (such representations Sections 2.1, 2.2 and warranties the “Environmental Representations”) 2.3 which shall survive for a period of five (5) six years after from the Closing Date; provided, further, that and (iii) for the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing DateSections 4.7, except for those 4.8, 4.9, 4.10, 4.11, 4.12, 4.13 and 4.14 which covenants and agreements that by shall survive until such covenants and agreements have been complied with in accordance with their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1respective terms. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect the liability of Transtech and Seller shall not terminate as to any representationspecific Claim or Claims of the type referred to in Section 6.2 hereof, warranty whether or covenant not fixed as to liability or liquidated as to amount, to the extent Seller shall have been given specific notice, describing any such Claim with particularity, on or prior to the expiration date on which such liabilities would otherwise terminate pursuant to the terms of this Section 6.1(a). (b) All representations, warranties, covenants and agreements of Buyer shall survive for the applicable survival period, greater of 24 months after the claim with respect Closing Date or such longer period as may specifically apply to any such representation, warranty warranty, covenant or covenant agreement. Notwithstanding the foregoing, the liability of Buyer shall continue indefinitely until not terminate as to any specific Claim or Claims of the type referred to in Section 6.3 hereof, whether or not fixed as to liability or liquidated as to amount, to the extent that Buyer has been given specific notice, describing any such claim is finally resolved Claim with particularity, on or prior to the date on which such liabilities would otherwise terminate pursuant to the terms of this Article VIIISection 6.1(b).

Survival of Representations, Warranties and Covenants. 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 the Seller and the Buyer Company contained in this Agreement and Agreement, the Related Agreements or in any certificate or other instruments delivered pursuant hereto to this Agreement or the Related Agreements, shall survive until 11:59 p.m. California time on the Closing for a period of twelve (12) months after month anniversary of the Closing Date (the “Expiration Date; provided that ”), other than (ia) the representations and warranties of the Seller Company contained in Sections 2.1 (Organization of the Company), 2.1 (Company Capital Structure), 2.3 (Authority) and Section 3.14 2.11 (TaxesTax Matters) hereof (such representations and warrantiestogether, the “Tax Fundamental Representations”) ), which shall survive the Closing until thirty days after the expiration of the applicable statute of limitations (including any extensions thereto) applicable to the subject matter thereof and (iib) the representations and warranties of the Seller Company contained in Section 3.15 2.29 (Environmental Matters) (such representations and warranties the “Environmental Representations”) Website Traffic), which shall survive for a period of five until thirty (530) years days after the Closing Date; provided. The 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 Section 7.1 to the contrary, further(i) if, that at any time prior to 11:59 p.m. California time on the applicable Survival Date, an Officer’s Certificate (as defined in Section 7.5(b)) is delivered alleging Losses and a claim for recovery under Section 7.5(b), then the claim asserted in such notice shall survive the applicable Survival Date until such claim is fully and finally resolved and (ii) claims relating to fraud, intentional misrepresentation or willful breach shall survive indefinitely. The representations and warranties of (a) Parent and Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Seller Closing. All covenants and agreements contained in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warrantiesthis Agreement, the “Fundamental Representations”) and (b) the Buyer Related Agreements or in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), any certificate or other writing delivered pursuant hereto or thereto or in each case, connection herewith or therewith shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall continue to remain in full force and effect for a period of twelve (12) months following in perpetuity after the date by which such covenant or agreement is required to be performedClosing Date, unless they terminate earlier in accordance with their express terms. The survival periods set forth herein are indemnity in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder Section 7.2(e) shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to survive until the expiration of the statute of limitations applicable survival period, to the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIsubject matter thereof.

Survival of Representations, Warranties and Covenants. The All representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto 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 twelve (12) 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 provided, however, that (ia) the representations and warranties of the Seller contained in Section 3.14 4.13 (Taxes) (such representations and warranties, the “Tax Representations”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 applicable statute of limitations (including applicable to any extensions thereto) claim of breach of such representations and warranties, and (iic) 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and QualificationOwnership of the Shares), Section 3.2 3.3 (AuthorityAuthorization; Noncontravention), Section 3.4 4.1 (Transferred AssetsCorporate Power), Section 4.2 (Authorization; Noncontravention), Section 4.3 (Capitalization), Section 4.4 (Subsidiaries) and Section 3.21 4.15 (BrokersBroker’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 indefinitely (in any such case, the “Survival Period”). In addition, all covenants and (b) agreements contained in this Agreement, including the Buyer indemnification covenants and obligations contained 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 casethis Article X, shall survive the Closing indefinitely. The covenants and agreements until the expiration of the Seller and statute of limitations applicable to the Buyer respective matters contained therein. Notwithstanding the preceding sentences, any breach of representations, warranties, covenants or agreements in respect of which indemnity may be sought under this Agreement shall survive the Closing for a period of twelve (12) months after time at which it would otherwise terminate pursuant to the Closing Datepreceding sentences, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as if notice of the Closing, and absent fraud, no inaccuracy or breach thereof giving rise to such claim for any right of indemnity shall have been given to the party against whom such breach indemnity may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant sought prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIItime.

Survival of Representations, Warranties and Covenants. The Each of the Parties hereto hereby agrees that representations and warranties made by or on behalf of the Seller and the Buyer contained it in this Agreement and or in any certificate document or instrument delivered pursuant hereto shall survive the Closing Date for a period of twelve six (126) months after (the “Survival Period”), at which point they shall terminate and no claim for indemnification thereafter shall be brought in respect of them, except that a representation or warranty with respect to Section 3.02 (Corporate Authorization), Section 3.04 (Noncontravention), Section 3.05 (Required Consents), Section 3.08 (SEC Filings; Financial Statements; Disclosure Controls), Section 3.10 (No Undisclosed Liabilities), Section 3.18 (No Violation of Law), Section 3.26 (Employee Benefit Plans), Section 3.27 (Employee and Labor Matters), Section 3.28 (Environmental Matters) and Article 7 (Tax Matters) shall survive until the earlier of the expiration of two (2) years from the Closing Date; provided Date or the liquidation or dissolution of CellStar, provided, however, that (i) the representations and warranties liquidation or dissolution of CellStar shall not occur during the Seller contained Applicable Period in accordance with Section 3.14 (Taxes) (such representations and warranties5.15 hereof. The covenants set forth in this Agreement or any agreements executed pursuant hereto, the “Tax Representations”) shall survive the Closing until thirty days after such covenants have been performed or waived by the expiration Party seeking enforcement thereof. Notwithstanding the right of Buyer to investigate the applicable statute Purchased Assets, the Business and Seller and its Subsidiaries, and notwithstanding any knowledge determined or determinable by Buyer as a result of limitations (including any extensions thereto) such investigation, Buyer has the unqualified right to rely upon, and (ii) has relied upon, each of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the made by Seller and the Buyer contained its Subsidiaries in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIhereto.

Survival of Representations, Warranties and Covenants. The representations Each representation, warranty, covenant and warranties of the Seller and the Buyer obligation contained in this Agreement herein and any certificate delivered pursuant hereto shall related to any such representation, warranty, covenant or obligation will survive the Closing and continue in full force and effect for a period of twelve eighteen (1218) months after the Closing Date; provided that (i) Date except the representations and warranties of contained in (i) Section 4.1, Section 4.2.1, Section 4.2.2, Section 4.3.1, Section 5.1.1 and Section 5.3.1 shall survive the Seller Closing indefinitely, (ii) Section 4.13 (other than the representations and warranties contained in Section 3.14 (Taxes) (such representations 4.13.4, Section 4.13.6 and warranties, the “Tax Representations”Section 4.13.7) shall survive the Closing until thirty days after the expiration of the applicable statute of limitations and continue in full force and effect for eighteen (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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (1218) months after the Closing Date, except and (iii) Section 4.13.4, Section 4.13.6 and Section 4.13.7 shall survive the Closing until the expiration of the fifth (5th) anniversary of the Closing Date (as applicable, the “Survival Expiration Date”); provided, however, that any covenant contained in this Agreement that, by its terms, provides for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which Closing Date shall survive until such covenant is performed; provided, further, however, that the indemnification obligations contained in Section 9.2.1(ii) and Section 9.2.2(ii) shall surviving the Closing indefinitely; provided, further, however, no claim for indemnification for breach of any representation, warranty, covenant or agreement is required contained in, or otherwise pursuant to, this Agreement (other than any covenant that provides for performance following the Closing) may be asserted pursuant to be performed. The survival periods set forth herein are this Agreement unless, at or before midnight on the applicable Survival Expiration Date, the Indemnified Party delivers written notice of claim to the Indemnitor setting forth, in lieu ofreasonable detail, the nature and basis of the parties expressly waive, 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 otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder Damages hereunder); provided, further, however, that the obligation to indemnify shall be deemed to have accrued as of continue following the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 applicable Survival Expiration Date with respect to any representation, warranty or covenant claim for indemnification as to which notice was provided in accordance with this Section 9.1 prior to the expiration of the such applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIISurvival Expiration Date hereunder.

Survival of Representations, Warranties and Covenants. The representations representations, warranties, covenants and warranties agreements of the Seller and the Buyer Parties hereto contained in this Agreement and any certificate delivered pursuant hereto at the Closing shall survive the Closing for a period of twelve (12) months after the Closing DateClosing; provided that that, notwithstanding anything to the contrary contained herein, (iA)(i) the representations and warranties of the Seller contained set forth in Section 3.14 2.1 (Taxes) Organization and Qualification), Section 2.2 (such representations Authority), Section 2.5 (Company Capitalization; Right 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 Title to Shares); (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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority) and Section 3.5 (Capitalization), Section 3.4 (Transferred Assetsthe items in clauses (i) and (ii), and Section 3.21 (Brokers) (such representations and warrantiescollectively, the “Fundamental Representations”) ); and (biii) the Buyer representations and warranties of Purchaser set forth in Section 4.1 (Organization and Qualification), ) and Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve five (125) months after years; (B) the Closing Date, except for those covenants and agreements in this Agreement under which performance extends beyond the Closing Date shall survive until the date that by their terms contemplate performance is ninety (90) days after the last day a Party is required to take action or refrain from taking action in whole or accordance therewith; and (C) the interim covenants contained in part Section 5.1(a) shall survive until the date that is ninety (90) days after the Closing. Notwithstanding anything to the contrary contained herein, which 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 remain in full force and effect for a period of twelve survive the Closing until sixty (1260) months days following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and expiration of the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written . 60 any claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of made within the applicable survival periodtime period set forth in the foregoing sentences with reasonable specificity by the Party seeking to be indemnified (or if reasonable specificity is not possible, the claim setting forth information known at such time with respect to such representation, warranty or covenant claim) shall continue indefinitely survive until such claim is finally resolved pursuant to resolved. The Parties expressly agree that the provisions of this Article VIIISection 8.1 shall operate as a contractual statute of limitations.

Survival of Representations, Warranties and Covenants. The representations and warranties All of the Seller representations, warranties and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after the Closing Date; provided that (i) the representations and warranties covenants 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer parties contained in this Agreement shall survive the Closing for a period (even if the damaged party knew or had reason to know of twelve (12) months after any misrepresentation or breach of warranty at the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after time of the Closing, which ) and shall remain continue in full force and effect thereafter for a period of twelve one (121) months following year; provided, that (a) Sections 4.01(c), 4.06, 7.01, 7.02 and 7.11 shall survive for the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder limitations period and (b) if the Liquidation shall be deemed to not have accrued as of occurred within such one (1) year period, the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods covenants set forth in this Section 8.14.05 shall remain in effect until the earlier to occur of (i) the Liquidation or (ii) disposition by York of its shares of York Bronze Common Stock and OMC Common Stock, and (c) Sections 5.03(a)(ii) and (iii) shall survive the Closing without limitation. Notwithstanding the foregoingMAXXXXXX XND EMPIRE HEREBY WAIVE FROM AND AFTER CLOSING TO THE FULLEST EXTENT PERMITTED BY LAW, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representationANY AND ALL RIGHTS, warranty or covenant prior to the expiration of the applicable survival periodCLAIMS, the claim with respect to such representationACTIONS 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, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIOTHER THAN CLAIMS UNDER SECTIONS 5.02, 7.01, 7.02 AND 7.11 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, 7.02 AND 7.11 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 29 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; PROVIDED, HOWEVER, THAT MAXXXXXX XHALL HAVE THE RIGHT TO CLAIM AGAINST THE AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE COMPANY POLLUTION LEGAL LIABILITY SELECT POLICY, POLICY NUMBER PLS2674645, ISSUED TO YORK.

Survival of Representations, Warranties and Covenants. The representations Each representation warranty, covenant and warranties of the Seller and the Buyer obligation contained in this Agreement herein and any certificate delivered pursuant hereto shall related to any such representation, warranty, covenant or obligation will survive the Closing for a period of twelve and continue in full force and effect until twenty-four (1224) months after the Closing Date; provided Date provided, however, that (iA) the representations and warranties set forth in Sections 3.1 (Corporate Organization of the Seller contained in Section Company), 3.3 (Due Authorization), 3.6 (Capitalization of the Company), 3.14 (Taxes), 3.15 (Brokers’ Fees), 3.20 (Intellectual Property), 4.1 (Ownership of Purchased Shares), 4.2 (Due Authorization) and 4.6 (Brokers’ Fees) (such representations and warrantiescollectively, the “Tax 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 thirty the date that is sixty (60) days after the expiration of the applicable statute of limitations applicable to the underlying claim. The date on which (including i) any extensions thereto) and representation or warranty shall expire pursuant to the terms of this Section 12.1 or (ii) the representations and warranties indemnification obligations of the Seller contained in Sellers and the members of the Management Pool pursuant to Section 3.15 (Environmental Matters12.2(c) (such representations and warranties of this Agreement shall be deemed to be the “Environmental Representations”) shall survive for a period Survival Expiration Date” of five (5) years after each such representation, warranty, covenant or other agreement, as applicable. Each of the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained parties set forth in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIindefinitely.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and or any certificate delivered pursuant hereto hereto, shall survive the Initial First Closing for a period of twelve (12) Date and shall remain in full force and effect until the date that is 12 months after from 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 Initial First Closing Date; provided, further, that the representations and warranties of (and indemnification in respect thereof pursuant to Section 8.2 below) (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”) and (b) the Buyer of NII Telecom in Section 4.1 (Organization and Qualificationof the Company), Section 4.2 (AuthorityAuthorization of Agreement), Section 4.4 (Organization of the Entities), Section 4.5 (BrokersCapitalization of the Entities), Section 4.6 (Valid Issuance of Preferred Shares), Section 4.8 (Title to Shares), and Section 4.23 (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 4.6 4.33 (BuyerBroker’s Investigation and Reliance), in each case, or Finder’s Fee) shall survive the Initial First Closing indefinitely, (d) Section 8.2(e) shall survive the Initial First Closing until the date that is 24 months following Initial First Closing, and (e) Section 8.2(f) shall survive the Initial First Closing until the Second Closing. The All covenants and agreements of the Seller 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 the Buyer obligations on the Parent pursuant to Section 2.5 shall survive indefinitely. All other covenants and agreements contained in this Agreement shall survive the Initial First Closing for a period of twelve (12) Date until the date that is 12 months after from the Initial First Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given any claims asserted in good faith pursuant with reasonable specificity (to Section 8.4 with respect the extent known at such time) and in writing by notice from the non-breaching party to any representation, warranty or covenant the breaching party prior to the expiration date of the applicable survival period, period shall not thereafter be barred by the claim with respect to expiration of the relevant representation or warranty and such representation, warranty or covenant claims shall continue indefinitely survive until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and in any certificate certificates delivered pursuant hereto shall at the Closing in connection with this Agreement together with any indemnification obligation associated therewith or based thereon will survive the Closing for a period and shall terminate at the later of twelve the close of business on the date that is (12a) 12 months after the Closing Date and (b) 90 days following the first audit completed after the Closing Date; provided , but in no event later than December 31, 2014 (the “Indemnity Termination Date”), except that (i) the representations and warranties of the Seller contained set forth in Section 3.14 4.1 (Taxes) (such representations Organization, Standing 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and QualificationPower), Section 3.2 4.2(a) (Authority), Section 3.4 4.3 (Transferred AssetsCapitalization; Membership Interests), Section 5.1 (General), Section 5.2 (Authorization), Section 5.3 (No Violation), Section 5.4 (Units), Section 6.1 (Organization; Power), Section 6.2(a) (Authority) and Section 3.21 6.3 (BrokersCapitalization; Equity Interests) (such representations and warranties, the “Fundamental Representations”) and (b) the Buyer representations in Section 4.1 4.13 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (BrokersTax) and Section 4.6 4.14 (Buyer’s Investigation Labor Relations; Employees) and Reliance), in each case, the indemnity under Section 9.1(b) (Tax) shall survive until the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) date that is 36 months after the Closing Date. The covenants of the parties hereto contained in this Agreement which are to be performed prior to the Closing shall terminate at, and not survive, the Closing; provided, that any claim for indemnification for breach of a pre-Closing covenant may be made until the close of business on the date that is 12 months after the Closing Date. The covenants of the parties hereto contained in this Agreement which are to be performed at or after the Closing shall terminate at the end of the statute of limitations applicable to such covenant, except for those the covenants set forth in Section 7.12 and agreements that by their terms contemplate performance in whole or in part after the ClosingSection 7.13, which shall remain in full force and effect for a period survive indefinitely. No party shall have any liability or obligation of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 nature with respect to any representation, warranty warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article IX if written notice thereof has been given in accordance with the provisions hereof by the Indemnified Party to the Indemnifying Party prior to the expiration close of business on the applicable survival period set forth in this Section 9.5. Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable survival periodrepresentation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is has been finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The Parties, intending to contractually agree on the applicable statute of limitations, agree that all representations and warranties of the Seller (other than Fundamental Representations and the Buyer contained representation and warranties set forth in this Agreement and any certificate delivered pursuant hereto Section 3.19 (Environmental Liabilities)) shall survive the Closing for a period of twelve until the date that is eighteen (1218) months after the Closing Date; provided that (i) , and all liabilities of the Sellers in connection with their respective representations and warranties of (other than Fundamental Representations and the Seller contained representation and warranties set forth in Section 3.14 3.19 (TaxesEnvironmental 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 in Section 3.1 (Due Organization and Good Standing), Section 3.2 (Authorization of Transactions), Section 3.3 (Conveyed Entities; Capital Structure; Subsidiaries), Section 3.12 (Taxes), Section 3.26 (Seller Brokers’ Fees), Section 4.1 (Due Organization and Good Standing), Section 4.2 (Authorization of Transactions) and Section 4.9 (Buyer Brokers’ Fees) (collectively, the “Tax Fundamental Representations”) shall survive the Closing until thirty (30) days after the expiration of the statute of limitations applicable to the matters to which the applicable Fundamental Representation relates. The Parties, intending to contractually agree on 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; providedlimitations, further, agree that the representations and warranties of (a) the Seller in Section 3.1 3.19 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (BrokersEnvironmental Liabilities) (such 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 indefinitelyuntil the date that is four (4) years from the Closing Date. The covenants and agreements of the Seller and the Buyer Parties contained in this Agreement (i) that are performed at or prior to Closing shall survive the Closing for a period of twelve through and until the date that is eighteen (1218) months after the Closing Date, except for those covenants Date and agreements (ii) that by their terms contemplate performance in whole or in part are required to be performed after the Closing, which Closing shall remain continue in full force and effect for a period of twelve (12) months following and survive in accordance with their respective terms. Notwithstanding anything in this Agreement to the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraudcontrary, no such claim action for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim indemnification or written notice is given in good faith pursuant to Section 8.4 otherwise with respect to breach of any representation, warranty or covenant prior to the expiration of the applicable survival periodunder this Agreement may be brought, the claim and no litigation with respect to thereto commenced, and the Party making such representation, warranty or covenant shall continue indefinitely 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 survival period with respect to that representation, warranty or covenant, if any, specified above, in which case the representations and warranties covenants, as applicable, that are the subject of each such claim shall survive until such claim is finally resolved pursuant 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 shall continue in full force and effect without any time limitation with respect to such breach or alleged breach. Notwithstanding anything herein to the contrary, nothing in this Article VIIIAgreement shall operate to limit the liability of the Sellers or Buyer for fraud.

Survival of Representations, Warranties and Covenants. The Subject to the provisions of this Article VIII, each of the representations and warranties of the Seller and the Buyer contained in this Agreement or in any other agreement, exhibit, schedule, certificate, instrument or other writing delivered by or on behalf Seller and any certificate delivered Purchaser pursuant hereto to this Agreement shall survive until the Closing for a period first anniversary of twelve (12) months after the Closing Date; provided, however, that (a) the representations contained in Sections 3.1(a), 3.1(c), 3.1(h), 3.1(i), 3.2(a), 3.2(b), 3.2(f), 3.2(x)(iii) and 3.2(aa) shall survive indefinitely, (b) the representations contained in Sections 3.2(v) shall terminate on the Closing Date, and (c) the representation in Section 3.2(w) shall survive until the third anniversary of the Closing Date. The covenants and agreements set forth in this Agreement shall survive until the first anniversary of the Closing, provided that (i) the representations covenants and warranties agreements set forth in Section 2.3 and Sections 4.3, 4.6 and 4.8 shall survive until the second anniversary of the Seller contained in Section 3.14 (Taxes) (such representations and warrantiesClosing, 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained set forth in this Agreement Section 5.3 shall survive until the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as third anniversary of the Closing, (iii) the covenants and absent fraud, no such claim for any such breach may be brought outside of the survival periods agreements set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 Sections 2.2 (with respect to payment of the purchase price), 4.1(d), 4.1(e), 5.2 and 5.3(w) shall survive indefinitely and (iv) the covenants and agreements set forth in Article IX shall survive until such time as there are no Registrable Securities. For convenience of reference, the date upon which any representation, representation or warranty or covenant prior 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 representation or warranty or any covenant or agreement may be made following the Survival Date with respect thereto except as and to the expiration of the applicable survival period, the claim extent set forth in Section 8.3(b) with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIa valid Notice of Claim.

Survival of Representations, Warranties and Covenants. The representations representations, warranties and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period as follows: (a) Each of twelve (12) months after the covenants contained in this Agreement shall survive the Closing Dateand continue in full force and effect, except for those covenants subject to any limitation specifically applicable to such covenant herein. (b) Each of the representations and agreements that by their terms contemplate performance warranties contained in whole Section 3.02 (Power and Authority), Section 3.03 (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 other Subsidiaries), Section 4.11(a) (Title to Assets), Section 4.15 (Tax Matters), Section 4.30 (No Brokers) and Section 4.31 (No Fraudulent Conveyance) or in part after any certificate delivered pursuant to Section 7.11(a) as it relates to any of such representations and warranties (collectively, the Closing, which “Fundamental Representations”) shall remain survive the Closing and continue in full force and effect for a period until the later of twelve twenty-four (1224) months following the date by which such covenant Closing Date or agreement is required to be performed. The survival periods set forth herein are in lieu of, and sixty (60) days following the parties expressly waive, expiration of any otherwise applicable statute statutes of limitations. (c) Each of the representations and warranties contained in this Agreement (other than the Fundamental Representations) or in any 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. Any No claim may be made for indemnification hereunder for breach of representation any representations, warranties or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to covenants after the expiration of the survival period applicable survival period, the claim with respect to such representation, warranty and covenant set forth above; provided that if any Buyer or covenant shall continue indefinitely until 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 above, such claim is finally shall survive until resolved pursuant to this Article VIIIor judicially determined.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller SMP Holdings and the Buyer contained Summit MLP set forth in this Agreement and the right of an indemnified Person to assert any certificate delivered Claim for indemnification related thereto or for any other Loss pursuant hereto to this Article VII shall survive survive, except as otherwise specified in this Section 7.1, the Closing for a period until the first anniversary of twelve (12) months after the Closing Date, after which no Claims for indemnification may be asserted, regardless of when such Claim arose; provided that (i) the representations and warranties of the Seller contained set forth in Section 3.14 Sections 3.1, 3.2, 3.3(a), 4.1, 4.2, 4.3, 5.1 and 5.2 (Taxes) (such representations and warranties, the “Tax Fundamental Representations”) shall survive the Closing indefinitely, (ii) the representations and warranties set forth in Sections 3.13, 4.5 and 5.8 shall survive the Closing until thirty 30 days after following the expiration of the applicable statute of limitations (limitations, including any extensions thereto) extension thereof, with respect to the particular matter that is the subject matter thereof and (iiiii) the representations and warranties of the Seller contained set forth in Section 3.15 (Environmental Matters3.22(a) (such representations and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitelyuntil December 31, 2019. The covenants and agreements of the Seller and the Buyer Parties contained in this Agreement shall survive the Closing for in accordance with their terms; provided that the right of any Party to make a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation any covenant of a Party that is to be performed or warranty hereunder satisfied at the Closing shall be deemed to have accrued as survive until the first anniversary of the Closing, and absent fraud, no such claim Closing Date. The right of an indemnified Person to assert any Claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 indemnification with respect to any representationmatter covered by Section 7.2(d) shall survive the Closing until December 31, warranty or covenant prior to 2019; provided that SMP Holdings’ obligations under Section 7.2(d) shall survive the expiration of the applicable survival period, the claim time at which they would otherwise terminate solely with respect to such representationindemnification of Summit MLP and/or its Affiliates for any Losses that result from, warranty arise out of, or covenant shall continue indefinitely until otherwise relate to events occurring on or prior to December 31, 2019 that are set forth in a Claims Notice that has been duly given in accordance with the procedures and requirements set forth in Section 7.5(a) on or prior to December 31, 2019. Notwithstanding anything in this Agreement to the contrary, in no event will any indemnified Person have the right to assert any claim for indemnification with respect to any matter covered by Section 7.2(d) unless the Losses associated with such claim is finally resolved pursuant result from, arise out of, or otherwise relate to this Article VIIIevents occurring on or prior to December 31, 2019 that are set forth in a Claims Notice that has been duly given in accordance with the procedures and requirements set forth in Section 7.5(a) on or prior to December 31, 2019.

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 (Stock), 3.7 (Title and Status of Assets), 3.12 (Real Estate Taxes), 3.18 (Pre-/At-Need Contracts and Trust Accounts), 3.19 (Environmental Matters), 3.23 (Compliance with Laws), 3.27 (Employee Benefit Plans), 3.29 (No Brokers) and 4.1 (Authority) (claims with respect to any of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after the Closing Date; provided that (i) the foregoing representations and warranties referred to herein as “Special Claims”), and the indemnification obligations of the Seller contained in Section 3.14 (Taxes) (parties with respect to breaches of such representations and warranties, the “Tax Representations”) shall survive for a period equal to the Closing until thirty days after the expiration of the applicable statute of limitations pertaining thereto plus thirty (including any extensions thereto30) and days; (iib) the All other representations and warranties made in this Agreement, and the indemnification obligations of the Seller contained in Section 3.15 (Environmental Matters) (parties with respect to breaches of such representations and warranties the “Environmental Representations”) warranties, shall survive for a period of five two (52) years after the Closing; (c) Any claims, actions or suits that either the Sellers, on the one hand, or the Buyer, on the other hand, may have against the other that arise from any actual fraud on the part of such other party in connection with this Agreement, or the transactions contemplated hereunder, shall continue in full force and effect without limitation; (d) All covenants and agreements other than agreements to be completed before closing (“Post-Closing DateCovenants”), and the 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, further, that the representations and warranties of (a) the Seller covenants contained in Section 3.1 5.20 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such representations and warranties, the “Fundamental Representations”Further Assurances) 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 caseindemnification obligations of the parties with respect to breaches thereof, shall survive the Closing indefinitely. The covenants and agreements of ; and (e) Notwithstanding the Seller and foregoing or anything else to the Buyer contained contrary, if any claim or proceeding is to be made or brought by an Indemnitee (as defined in Section 8.7) within the applicable time period set forth above in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing DateSection 8.2, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu ofclaim, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty and/or covenant alleged to have been breached in such claim or covenant prior to the expiration proceeding, and all indemnification obligations of the applicable survival period, the claim parties with respect to such representationthereto, warranty or covenant shall continue indefinitely survive until the final resolution of such claim is finally resolved pursuant to this Article VIIIby settlement, arbitration, litigation or otherwise.

Survival of Representations, Warranties and Covenants. The representations parties hereto hereby agree that the representations, warranties, covenants and warranties of the Seller and the Buyer agreements contained in this Agreement and or in any certificate delivered pursuant hereto Transaction Document shall survive the execution and delivery of this Agreement, and the Closing for hereunder; provided, however, that any Claims based on a period breach of twelve 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 (12a) and the second sentence of paragraph (b) of Section 4.11, shall terminate eighteen (18) months after the Closing Date; provided that (i) the . The representations and warranties of the Seller 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 3.14 4.10, and the first sentence of paragraph (Taxesa) and the second sentence of paragraph (such b) of Section 4.11, and any Claims based thereon, shall survive in perpetuity. The representations and warrantieswarranties contained in Sections 4.15, the “Tax Representations”) 4.16 and 5.5 shall survive the Closing until thirty days after six months following the expiration of the applicable statute of limitations (including any extensions thereto) and (ii) applicable to Claims that may be brought by Governmental Entities or other Persons against the Company or Parent related to a breach of such representations or warranties. The representations and warranties of the Seller contained in Section 3.15 (Environmental Matters) (such representations and warranties the “Environmental Representations”) 4.19 shall survive for a the period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller described in Section 3.1 (Organization and Qualification11.5(c), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants Covenants and agreements of the Seller and the Buyer contained in this Agreement parties shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be until fully performed. The survival periods set forth herein are in lieu of, and obligations of the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 Sections 11.2 and 11.3 with respect to any 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 reasonable detail the factual basis therefor, is given to the party from whom indemnification is sought prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant upon which it is based. To the extent the survival periods specified herein exceed an applicable statute of limitations, the provisions of this Section 11.1 shall continue indefinitely until constitute a tolling by the Stockholders or Parent, as applicable, of each such claim is finally resolved pursuant statute of limitations for a period of time not to this Article VIIIextend beyond the termination of such survival periods.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the Seller and the Buyer Company contained in this Agreement and or in any certificate or other instruments delivered pursuant hereto to this Agreement shall survive the Closing for a period of twelve (12) months after month period immediately following the Closing Date (the expiration of such period, the “Survival Date”); provided provided, however, that (i) the representations and warranties of the Seller Company contained in Section 3.14 Sections 2.13(a), (Taxesb), (c), (d), (e), (g), (h), (i), (j), (m), (n), (o), (q), (r) and (aa) (such representations and warrantiesIntellectual Property) (collectively, the “Tax Intellectual Property Representations”) hereof shall survive for the three (3) year period immediately following the Closing until thirty days after Date (the expiration of the applicable statute of limitations (including any extensions thereto“IP Rep Survival Date”) and (ii) the representations and warranties of the Seller Company 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, further, that the representations and warranties of (a) the Seller 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 3.4 2.5 (Transferred AssetsNo Conflict), Section 2.10 (Tax Matters) and Section 3.21 2.18 (Brokers’ and Finders’ Fees; Third Party Expenses) (such representations and warrantiescollectively, the “Fundamental Representations”) and hereof shall survive for the five (5) year period immediately following the Closing Date (the “Fundamental Rep Survival Date”). (b) the Buyer All representations and warranties made by Parent and Sub in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), this Agreement or in each case, shall survive the Closing indefinitely. The covenants and agreements of the Seller and the Buyer contained in any certificate or other instrument delivered by Parent or Sub pursuant to this Agreement shall survive the Closing for a period of twelve (12) months after month period immediately following the Closing Date. (c) The parties acknowledge and agree that if the Surviving Corporation suffers, except for those covenants and agreements that by their terms contemplate performance in whole incurs or otherwise becomes subject to any Loss as a result of or in part after the Closingconnection with any inaccuracy in or breach of any representation, which shall remain in full force and effect for a period of twelve (12) months following the date by which such warranty, covenant or agreement is required obligation, then (without limiting any of the 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 performed. The survival periods set forth herein are in lieu of, and without duplication of, recovery by the parties expressly waiveSurviving Corporation. For the avoidance of doubt, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods nothing set forth in this Section 8.1. Notwithstanding 8.1(c) shall in any way expand the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration obligation of the applicable survival period, the claim with respect Company Holders to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIprovide indemnification set forth in Section 8.2.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the Seller and the Buyer agreement contained in this Agreement and or in any certificate agreement or other document delivered pursuant hereto shall survive the Closing for a period of twelve and be enforceable until such covenant or agreement has been fully performed. Except as provided in the next sentence, all representations and warranties contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing until the date fifteen (1215) months after the Closing Date; provided that Date and shall thereafter expire. The limitations on survivorship set forth in the preceding sentence of this Section 9.4 shall not apply to (i) the representations and warranties set forth in Sections 3.4 (Capitalization), 3.20 (Brokers), 4.4 (Company Stock), 4.5 (Brokers) and 5.4 (Brokers), all of which shall survive without limitation (and in no event less than six years), or (ii) claims based on fraud or intentional misrepresentation, which shall survive without limitation (and in no event less than six years), (iii) the Seller contained representations and warranties set forth in Section 3.14 3.15 (Government Contracts), which shall survive for six (6) years after the Closing, or (iv) the representations and warranties set forth in Section 3.8 (Employee Benefit Plans), 3.10 (Taxes) and 3.16 (such representations and warrantiesEnvironmental), the “Tax Representations”) which shall survive until the Closing until thirty days after the expiration end of the applicable statute of limitations (including or any extensions theretoextension thereof) and plus ninety (ii90) 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1days. Notwithstanding the foregoing, if a written claim any representation or written notice is given in good faith pursuant to Section 8.4 warranty with respect to any representation, warranty or covenant which a claim has been made for a breach thereon prior to the expiration end of the applicable survival period shall survive past the applicable survival period, the claim with respect to such representationif necessary, warranty or covenant shall continue indefinitely at least until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the Seller and the Buyer agreement contained in this Agreement or in any agreement or other document delivered pursuant hereto that is to be performed prior to the Closing shall survive and be enforceable until the date eighteen (18) months from the Closing Date, and each covenant and agreement contained in this Agreement or in any certificate agreement or other document delivered pursuant hereto that is to be performed following the Closing shall survive and be enforceable until such covenant or agreement has been fully performed. All representations and warranties contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing for a period of twelve until the date that is eighteen (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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (1218) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performedthereafter expire. The limitations on survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding 9.4 shall not apply to (a) the foregoingrepresentations and warranties set forth in Sections 3.1 (Organization and Corporate Power), if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation3.2 (Authority for Agreement), warranty or covenant prior to 3.4 (Capitalization), 3.23 (Brokers), 4.1 (Authority for Agreement), 4.3 (Ownership) and 4.5 (Brokers) (collectively, the “Fundamental Representations”), all of which shall survive until ninety (90) days after expiration of the applicable survival periodstatute of limitations, including waivers and extensions thereof, (b) the claim representations and warranties set forth in Section 3.15 (Government Contracts and Bids), which shall survive until the date three (3) years from the Closing Date, or (c) claims based on criminal matters or fraud, which shall survive without limitation. Notwithstanding anything to the contrary in this Section 9.4, any representation or warranty with respect to such representation, warranty or covenant which a claim has been made for a breach thereon prior to any of the foregoing dates shall continue indefinitely survive until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The representations representations, warranties and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing as follows: (a) all covenants contained in ARTICLE VI of this Agreement shall survive the Closing until fully performed; (b) the representations and warranties contained in Section 3.02 (Power and Authority), Section 3.03 (Enforceability), Section 3.05 (No Brokers), Section 3.07 (Investment 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 4.24 (No Brokers) (collectively, the “Fundamental Representations”) shall survive the Closing indefinitely; (c) the representations and warranties in Section 4.11(a)(i) (Title to Property) as they relate to the Paper Machines shall survive for a period three (3) years after Closing; and (d) all other representations and warranties contained in this Agreement shall terminate and be of twelve no further force and effect on the date that is twenty-four (1224) months after the Closing Date, except . No claim may be made for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim indemnification hereunder for breach of representation any representations, warranties or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraud, no such claim for any such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to covenants after the expiration of the survival period applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until 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 is finally for indemnification and an estimate and calculation of the amount of Losses resulting therefrom, if calculable) within the applicable time periods set forth above, such claim shall survive until resolved pursuant to this Article VIIIor judicially determined.

Survival of Representations, Warranties and Covenants. The representations representations, warranties, covenants and warranties obligations of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained parties made in this Agreement shall survive Closing, 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 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 Closing 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 twelve two (122) months after the Closing Dateyears 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 those 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 1.4.1, Seller’s retention of the Retained Liabilities in Section 1.4.2 and the covenants set forth in Section 5.8 (Post Closing Access and agreements that by their terms contemplate performance Cooperation), Section 5.24 (Wrongful Burial Resolution) and Section 5.25 (Post-Closing Tax Matters) (collectively the “Special Covenants”), and Section 9.4 (Seller’s Broker), without limitation. Notwithstanding anything else herein to the contrary, the indemnification obligations set forth in whole or in part after the Closing, which this Article VIII for breaches of representations and warranties and covenants shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to until the expiration of the applicable survival period, the claim with respect to date for such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIrepresentations and warranties and covenants.

Survival of Representations, Warranties and Covenants. The representations (a) Except as otherwise provided in this Article IX, all representations, warranties, covenants, agreements and warranties obligations of the each Indemnifying Party contained herein and all claims of any Buyer Indemnitee or Seller and the Buyer Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement and any certificate delivered pursuant hereto Agreement, shall survive the Closing for a period and any due diligence examination or investigation by Buyer, regardless of twelve (12) months after when it is conducted, and shall expire on the first anniversary of the Closing Date; provided that . (ib) Notwithstanding Section 9.03(a), each of the representations and warranties of the Seller contained set forth in Section 3.14 (Taxes) (such representations Sections 3.20 and warranties, the “Tax Representations”) 3.21 shall survive the Closing Date and shall expire on the second anniversary of the Closing Date. (c) Notwithstanding Section 9.03(a), each of the following representations, warranties, covenants, agreements and obligations of Seller as Indemnifying Party shall survive the Closing Date until thirty days after the expiration of the thirty (30) days following any applicable statute of limitations limitations, including extensions thereof: (including i) any extensions thereto) misrepresentation in or breach of any representation or warranty made in Sections 3.01, 3.02, 3.03, 3.04, 3.17, 3.23, 3.24 or 3.26 and (ii) the representations and warranties of the breach or failure to perform by 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, further, that the representations and warranties Date of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements any of the Seller and the Buyer covenants, agreements or obligations contained in this Agreement shall survive or in the Closing for a period of twelve (12) months Exhibits attached hereto required to be performed after the Closing Date, except for including those covenants contained in Section 7.07 and Article XI. (d) Notwithstanding Section 9.03(a), each of the following representations, warranties, covenants, agreements that by their terms contemplate performance in whole or in part after and obligations of Buyer as an Indemnifying Party shall survive the Closing, which shall remain in full force and effect for a period Closing Date until the expiration of twelve thirty (1230) months days following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for , including extensions thereof: (i) any misrepresentation in or breach of any representation or warranty hereunder shall be deemed made in Sections 4.01, 4.02 or 4.05 and (ii) the breach or failure to have accrued as perform by Buyer after the Closing Date of any of the Closingcovenants, and absent fraud, no agreements or obligations of such claim for any such breach may be brought outside of the survival periods set forth Person contained in this Section 8.1. Notwithstanding Agreement or in the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIExhibits attached hereto.

Survival of Representations, Warranties and Covenants. The (a) All of the representations and warranties of the Seller and the Buyer contained in this Agreement Articles III, IV, and any certificate delivered pursuant hereto V shall survive the Closing for a period of 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain continue in full force and effect for a period of twelve eighteen (1218) months thereafter; provided that: (i) (A) the representations and warranties of Sellers contained in Sections 3.2 (Authorization of Transaction), 3.4 (Brokers’ Fees), 3.5 (Ownership of Securities), 5.1 (Organization, Qualification, Corporate Power and Authorization), 5.2 (Capitalization), 5.4 (Brokers’ Fees), and 5.6 (Subsidiaries) shall survive the Closing and continue in full force and effect indefinitely; (B) the representations and warranties of Sellers contained in Section 5.13 (Taxes) shall survive the Closing and continue in full force and effect until the date that is forty-five (45) days following the expiration of the statute of limitations applicable to the subject matter thereof (all of the representations and warranties set forth in clauses (A) and (B) are collectively referred to herein as the “Sellers’ Fundamental Representations and Warranties”); and (C) the representations and warranties of Sellers contained in Section 5.12 (Environmental Matters) shall survive the Closing and continue in full force and effect until the date by which such covenant or agreement that is required five (5) years from the Closing Date; and (ii) the representations and warranties of Buyers contained in Sections 4.2 (Authorization of Transaction) and 4.4 (Brokers’ Fees) shall survive the Closing and continue in full force and effect indefinitely. (b) Except as otherwise specifically provided in this Agreement, all covenants and agreements contained in this Agreement to be performed. The survival periods set forth herein are performed before or at the Closing shall not survive the Closing and all covenants and agreements contained in lieu of, and this Agreement to be performed after the parties expressly waive, any otherwise applicable statute of limitations. Any Closing shall survive the Closing in accordance with their respective terms. (c) No Claim for Indemnification or other 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 such breach may be brought outside in respect of a breach of any representation, warranty, covenant, or agreement contained in this Agreement after the expiration of the survival periods period applicable to such representation, warranty, covenant, or agreement as set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIII.

Survival of Representations, Warranties and Covenants. The representations and warranties (a) Except in the case of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after the Closing Date; provided that Fraud, criminal actions, or willful misconduct(“Fraud Claim”), (i) all of the representations and warranties of the Seller contained parties (other than the Fundamental Representations) set forth in Section 3.14 (Taxes) (such representations and warranties, the “Tax Representations”) shall this Agreement will survive the Closing hereunder and continue in full force and effect until thirty days after the expiration date that is the twelve (12) month anniversary of the applicable statute of limitations (including any extensions thereto) and Closing Date, (ii) the representations and warranties of the Seller contained Company and Sellers set forth in Section 3.1 (Organization), Section 3.2 (Capitalization), Section 3.3(a) (Binding Obligation), Section 3.15 (Environmental MattersBrokerage), Section 4.1 (Organization), Section 4.2(a) (such representations Binding Obligation), and warranties the “Environmental Representations”Section 4.3 (Ownership of Shares) shall survive for a period of five (5) years after the Closing Date; provided, further, that and the representations and warranties of (a) the Seller Purchaser contained in Section 3.1 5.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), Organization) and Section 3.21 (Brokers5.2(a) (such representations and warrantiesBinding Obligation) (collectively, 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 will survive the Closing indefinitely. The covenants and agreements of until the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months date that is 15 years after the Closing Date. For the avoidance of doubt, except this Section 6.1(a), including the expiration of the representations and warranties contained herein, will not in any way inhibit the Purchaser Indemnified Parties from obtaining any remedies the Purchaser Indemnified Parties may have against any insurer under the R&W Insurance Policy providing coverage for those any breach or inaccuracy of the representations and warranties made in this Agreement. Neither the period of survival nor the Liability of any party with respect to its representations and warranties hereunder will be reduced by any investigation or lack of investigation made at any time by or on behalf of such party. (b) The agreements and covenants of the parties set forth in this Agreement will survive the Closing and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect in accordance with their terms. (c) Notwithstanding anything to the contrary herein contained, any claim (whether or not fixed as to Liability or liquidated as to amount) pending on the expiration date of the applicable survival period set forth above or covenants or agreements for which a claim notice has been properly given in accordance with this ARTICLE VI on or before such expiration date (and the related representation, warranty, covenant and/or agreement) may continue to be asserted and will be indemnified against until finally resolved. No new claims will be brought following the applicable expiration date (other than with respect to covenants whose express terms extend for a longer period). (d) If the applicable survival period for an item as contemplated by Section 6.1(a) is longer than the statute of twelve (12) months following limitations that would otherwise have been applicable to such item, then, by contract, the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitationslimitations with respect to such items will be extended to the date set forth in Section 6.1(a). Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closing, The parties acknowledge and absent fraud, no such claim for any such breach may be brought outside of agree that the survival periods set forth in this Section 8.1. Notwithstanding 6.1(a) are the foregoing, if a written claim or written notice is given in good faith pursuant result of arms’-length negotiation among the parties and that they intend for the same periods to Section 8.4 with respect to any representation, warranty or covenant prior to be enforced as agreed by the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIparties hereto.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer Parties contained in this Agreement and any certificate delivered pursuant hereto shall will survive the Closing and shall be deemed to have been relied upon for a period of twelve eighteen (1218) months after following the Closing DateDate (“Survival Period”); provided that (i) provided, however, the representations and warranties of the Seller contained set forth in Section 3.14 3.16 (TaxesEmployee Benefit Plans), Section 3.18 (Environmental, Health and Safety) and Section 3.19 (such representations and warranties, the “Tax Representations”Matters) shall will survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any including, in the case of Section 3.19 (Tax Matters) extensions thereto) of the applicable statute of limitations); 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority; Enforceability), Section 3.4 3.3 (Transferred AssetsCapitalization), and Section 3.21 3.22 (Brokers), Section 4.4 (Title of Shares), Section 4.2 (Authority; Enforceability), Section 5.2 (Authority; Enforceability), Section 5.6 (Brokers) and Section 5.7 (such representations and warrantiesAbility to Perform) (collectively, 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 will survive the Closing indefinitely. The Any claim (whether or not fixed as to liability or liquidated as to amount) pending on the expiration date of the applicable survival period set forth above for which a claim notice has been given in accordance with Section 8.2 on or before such expiration date may continue to be asserted and shall be indemnified against until finally resolved. All covenants and agreements of the Seller and the Buyer contained in this Agreement shall will survive the Closing for a period of twelve (12) months after the Closing Datein accordance with their terms, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closingif no term is expressly stated, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to upon the expiration of the statute of limitations period applicable survival period, to the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIImatters covered thereby.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer parties contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period through and including the 18-month anniversary of twelve (12) months after the Closing Date; provided provided, however, that (i) the representations and warranties (i) set forth in Sections 3.5(b) (Company Options; Company Option Plans), 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization of the Seller contained in Section 3.14 Company), 4.5 (Subsidiaries), 4.10 (Taxes) and 4.23 (such representations and warrantiesFinancial Advisors) (collectively, the “Tax ”Company Fundamental Representations”) shall survive the Closing until thirty days after the expiration for an indefinite period of the applicable statute of limitations (including any extensions thereto) and time, (ii) set forth in Sections 4.13 (Intellectual Property) and 4.15 (Employee Benefit Plans) shall survive the representations and warranties of Closing until the Seller contained date that is three (3) years after the Closing, (iii) set forth in Section 3.15 4.18 (Environmental Compliance with Laws; Regulatory Matters) shall survive the Closing until the date that is two (such representations 2) years after the Closing and warranties (iv) set forth in Sections 5.1 (Organization and Good Standing), 5.2 (Authorization of Agreement) and 5.4 (Financial Advisors) (collectively, the “Environmental Parent Fundamental Representations”) shall survive the Closing for a an indefinite period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitelytime. The All covenants and agreements of the Seller and the Buyer parties contained in this Agreement shall survive the Closing for a an indefinite period of twelve (12) months after the Closing Datetime unless and until such covenants or agreements expire or terminate in accordance with their respective terms. Each representation, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closingwarranty, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. 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 such breach may be brought outside of the survival periods set forth in this Agreement shall expire and terminate at the end of the applicable survival period of such representation, warranty, covenant or agreement as specified above in this Section 8.1. Notwithstanding the foregoing; provided, if a written claim however, that no representation, warranty, covenant or written notice is given agreement of any party contained in good faith pursuant to Section 8.4 this Agreement shall expire or terminate with respect to any claim or Losses as to which the Person to be indemnified in connection with the failure or breach of such representation, warranty warranty, covenant or covenant prior agreement shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying party in accordance with this Article VIII before the expiration or termination of the survival period applicable survival period, the claim with respect to such representation, warranty warranty, covenant or covenant shall continue indefinitely until such claim is finally resolved pursuant to agreement as specified in this Article VIIISection 8.1.

Survival of Representations, Warranties and Covenants. The representations and warranties of (a) If the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12) months after the Closing Date; provided that (i) Merger is consummated, the representations and warranties of the Seller contained Company set forth in Section 3.14 this Agreement, the Company Disclosure Letter and the Officer’s Certificate (Taxes) (such representations and warrantiescollectively, the “Tax RepresentationsOperative Documents”) shall survive the Closing until thirty days after execution and delivery of this Agreement and the expiration Effective Time and shall terminate at 5:00 P.M. Pacific time on the twelve (12) month anniversary of the applicable statute of limitations Closing Date (including any extensions thereto) and (ii) the “Claim Termination Date”), except that the representations and warranties of the Seller contained Company set forth 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, further, that the representations and warranties of (a) the Seller in Section 3.1 Sections 2.1 (Organization and Qualificationof the Company), Section 3.2 2.2 (Authority), Section 3.4 2.6 (Transferred AssetsCapital Structure), and Section 3.21 2.27 (BrokersTax Matters) (such representations and warrantiescollectively, the “Fundamental Representations”) shall so survive but shall terminate at 5:00 P.M. Pacific time on the date of expiration of the applicable statute of limitations, and the period for which claims for indemnification may be made under this Article 6 for the matters described in Section 6.2(a)(i)-(vi) shall terminate at 5:00 P.M. Pacific time on the Claim Termination Date (other than as it relates to the Fundamental Representations, the period for which claims for indemnification may be made under this Article 6 shall terminate upon the applicable expiration of the statute of limitations as provided in this Section 6.1(a)), and except, in all cases, with respect to any Loss, claim or breach of which any Indemnified Party shall have provided written notice to the Stockholder Representative (in accordance with this Article 6) prior to such termination, with respect to which the applicable underlying representations and warranties or claim under Section 6.2(a)(i)-(vi) shall survive as to such Loss, claim or breach only until the resolution and satisfaction thereof (in accordance with this Article 6), assuming such resolution and satisfaction occurs following the Claim Termination Date. (b) If the Buyer Merger is consummated, the representations and warranties of Parent, Merger Sub and Sister Sub set forth in Section 4.1 (Organization this Agreement, and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) the period for which claims for indemnification may be made under this Article 6 for the failure of such representations and Section 4.6 (Buyer’s Investigation and Reliance)warranties, in each case, other than those set forth in Section 3.5(c) and Section 3.9 (collectively, the “Parent Specified Representations”), shall terminate at 5:00 P.M. Pacific time on the Claim Termination Date, except, in all cases, with respect to any Loss, claim or breach of which any Stockholder shall have provided written notice to Parent (in accordance with this Article 6) prior to such termination, with respect to which the applicable underlying representations and warranties shall survive as to such Loss, claim or breach only until the Closing indefinitelyresolution and satisfaction thereof (in accordance with this Article 6), assuming such resolution and satisfaction occurs following the Claim Termination Date. The covenants Parent Specified Representations shall terminate at the Effective Time. (c) If the Merger is consummated, the respective covenants, agreements and agreements obligations of the Seller Company, Parent, Merger Sub and the Buyer contained Sister Sub set forth in this Agreement or in any certificate, document or other instrument delivered pursuant to this Agreement shall survive the Closing for a period execution and delivery of twelve (12) months after the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, this Agreement and the parties expressly waive, any otherwise applicable statute of limitations. Any claim Effective Time without limitation until fully performed; provided that the period for which claims for indemnification under this Article VI 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 such breach covenant, agreement or obligation may be brought outside of the survival periods set forth in this Section 8.1. Notwithstanding the foregoing, if a written claim or written notice is given in good faith made pursuant to Section 8.4 6.2(a)(ii) shall expire at 5:00 P.M. Pacific time on the Claim Termination Date in accordance with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIISection 6.1(a).

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer Purchaser contained in this Agreement and any certificate delivered pursuant hereto ARTICLE III, ARTICLE IV or ARTICLE V shall survive the Closing for a period of twelve eighteen (1218) months after the Closing Date; provided , except that (i) the representations and warranties of the Seller contained in Section 3.14 (Taxesi) Sections 3.1(a) (such representations Organization, Good Standing, Qualification and warrantiesPower), 3.4 (Capitalization; Subsidiary), 3.18 (Brokers), 3.19 (Assets) (to the “Tax Representations”extent they relate solely to matters of title), 4.1 (Ownership), 4.2 (Authority), 4.4 (Brokerage), 5.2 (Authorization) and 5.5 (Brokers) shall survive the Closing until indefinitely, (ii) Section 3.9 (Taxes) shall survive the Closing and terminate thirty (30) days after the expiration of the applicable statute of limitations limitation, (including any extensions theretoiii) Section 3.12 (Employee Benefit Plans) shall survive the Closing and terminate thirty (30) days after the expiration of the applicable statute of limitation, and (iiiv) the representations and warranties of the Seller contained in Section 3.15 3.10 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for a period of the Closing and terminate five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, except for those covenants and agreements that which by their terms contemplate performance in whole at or in part prior to the Closing shall survive the Closing until the eighteen (18)-month anniversary of the Closing Date. The covenants which by their terms contemplate performance after the ClosingClosing shall survive the Closing in accordance with their respective terms. No claim for indemnification hereunder may be asserted against either party for breach of any representation, which shall remain warranty, covenant or agreement, unless written notice of such claim is received by such party describing in full force reasonable detail the facts and effect for a period circumstances (to the extent then known) with respect to the subject matter of twelve (12) months following such claim on or prior to the date by on which such the representation, warranty, covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and the parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closing, and absent fraud, no on which such claim for any such breach may be brought outside of the survival periods is based ceases to survive as set forth in this Section 8.19.1. Notwithstanding the foregoing, if a written claim or written notice is given any claims asserted in good faith pursuant with reasonable specificity (to Section 8.4 with respect the extent known at such time) and in writing by notice from the non-breaching party to any representation, warranty or covenant the breaching party prior to the expiration date of the applicable survival period, period shall not thereafter be barred by the claim with respect to expiration of such representation, warranty or covenant survival period and such claims shall continue indefinitely survive until such claim is finally resolved pursuant to this Article VIIIresolved.

Survival of Representations, Warranties and Covenants. The representations and warranties of the Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of twelve (12a) months after the Closing Date; provided that Subject to Section 6.2(b), (i) the representations and warranties of the Seller contained set forth in Section 3.14 2.14 (TaxesIntellectual Property) (such representations and warrantiescollectively, the “Tax RepresentationsIntellectual Property Reps”) shall will survive until the Closing until date that is 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, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) (such 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 indefinitely. The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive the Closing for a period of twelve (1230) months after the Closing Date, except as set forth on Schedule 6.2(a)(i) hereto; (ii) (A) the representations and warranties of Seller set forth in Section 2.1 (Organization), Section 2.2 (Capitalization), Section 2.3 (Authority), Section 2.5 (“Size of Person” Threshold), Section 2.10 (Taxes), Section 2.21 (Brokers or Finders) and Section 2.24 (Investor Representations), including any bring-downs thereof on the date of issuance of any Acquisition Shares (collectively, together with the Affiliate Transaction Reps, the “Seller Fundamental Reps”), and (B) claims for those covenants indemnification of Damages based upon the breach of any covenant or obligation and agreements the indemnifiable matters set forth in Section 6.1(a)(ii)-(a)(vi), will each survive until the expiration of the statute of limitations applicable to the subject matter of such representation or warranty or indemnifiable matter plus sixty (60) days (which, for clarity, in the case of (1) claims for indemnification of Damages pursuant to Section 6.1(a)(ii), may commence from the date of breach, (2) claims for indemnification of Damages pursuant to Section 6.1(a)(v) relating to Liability for Taxes arising in connection with payment of the Purchase Price, may commence from the date of such payment, and (3) in the case of claims with respect to a breach of the representations and warranties of Seller set forth in Section 2.24 (Investor Representations) made on the date of issuance of any Acquisition Shares, may commence from such date of issuance); (iii) the representations and warranties of Seller set forth in Section 2.19 (Transactions with Affiliates) (the “Affiliate Transaction Reps”) will survive until the seven (7) year anniversary of the Closing; (iv) the other representations and warranties of Seller set forth in Article II shall survive until the date that by their terms contemplate performance in whole or in part is fifteen (15) months after the Closing; and (v) claims for indemnification of Damages based upon the idemnifiable matters set forth in Section 6.1(a)(vii) will survive as set forth in Schedule 6.1(a)(vii); provided, which however, that if a Notice of Claim (as defined in Section 6.6(a)) is delivered to Seller on or prior to the applicable expiration date of such representation or warranty or obligation to indemnify, then, notwithstanding anything to the contrary contained in this Section 6.2, such representation or warranty or obligation will not expire, but rather shall remain continue in full force and effect for a period with respect to, and solely with respect to, the matters expressly set forth in such Notice of twelve (12) months following Claim until such time as such matters have been fully and finally resolved. Notwithstanding any other provision of this Agreement, to the date by which such covenant or agreement is required to be performed. The extent the survival periods and termination dates applicable to the representations and warranties and indemnifiable matters set forth herein are in lieu of, and the parties expressly waive, exceed any otherwise applicable statute of limitations. Any claim for breach , the survival periods and termination dates set forth herein shall supersede any statute of limitations applicable to such representations and warranties and indemnifiable matters. (b) The representations and warranties set forth in Article III will survive until the six (6) month anniversary of the Closing. (c) Notwithstanding anything to the contrary contained in Section 6.2(a) or Section 6.2(b), the limitations set forth therein will not apply in case of any knowing and intentional misrepresentation or fraud by Seller with respect to a representation or warranty hereunder shall be deemed expressly set forth in Article II of this Agreement or to have accrued as of the Closing, indemnifiable matters set forth in Section 6.1(a)(vi). (d) All covenants and absent fraud, no such claim for any such breach may be brought outside of the survival periods agreements set forth in this Section 8.1. Notwithstanding Agreement will survive the foregoing, if a written claim or written notice is given Closing in good faith pursuant to Section 8.4 accordance with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, the claim with respect to such representation, warranty or covenant shall continue indefinitely until such claim is finally resolved pursuant to this Article VIIIterms thereof.